At Second Glance
by EspoirDio
Summary: Niles' first impression of C.C. is a very bad one but later - far away from the Sheffield mansion - he'll get the chance to take a second look. Slightly more explanation inside.
1. Prologue

******Well, hello, it's me and I felt like writing a story. Idea for this came when I watched the pilot again and just noticed that C.C. somehow seems like a fairly new addition to the family there and just how much of the villain C.C. is in the first season. **

**So this'll take place just before the beginning of season 1, just after Sara's death. Niles' first impression of C.C. isn't a very good one, but later on in a different location he'll get the opportunity to take a second glance. ;) **

**This is also a work in progress, because I feel like posting each chapter again as I finish it (I already have the first chapter written)...so if you don't like reading that then just wait until everything has been posted. Otherwise, I'd love some reviews. ;) **

**At Second Glance**

Prologue:

The cries of the children were ringing in his ears long after he had left the city behind. Far too long. He closed his eyes and gave the bridge of his nose a gentle squeeze and for a moment tried to simply listen to the sound of the rain. The drops were falling soft and steady, hitting the crunchy leaves outside in an even rhythm. His body felt tired and heavy but sleep hadn't been easy to come by in the past few weeks. Not since Sara had passed away. His blue eyes flew open again and focused on a spot on the wall. His breathing quickened momentarily until he allowed a deep sigh to slip past his lips.

"It isn't your responsibility anymore." he told himself quietly. But that only served to make himself feel more guilty.

He knew that it was the coward's way out. To leave the family he'd been assigned to, to leave his best friend behind when he had just lost the most important person in his life. It was cowardly but Niles couldn't help himself. He had started to die alongside them. Maxwell had become entirely consumed by his grief and the children were withering like plants deprived of the sun in front of his eyes.

Then Sara's parents had come for a visit to care for their grandchildren and to give the grieving father some time alone and Niles had sensed his chance. He knew that he'd probably feel guilty for the rest of his life, but for once he had needed to think of only himself. And so he had filled a bag with just some vital things and left New York behind. He'd taken Maxwell's car, knowing that it was not very likely that the man would even notice and driven across the country; anywhere and everywhere.

He'd spent a lot of times in bars, trying to forget. He'd loved many women, felt them, ravished them, tasted the salt on their skin and drunk in their moans and sighs in an effort to feel alive again, to drown out everything else. But now he'd come to the realisation that running away wouldn't solve his problem.

The woman to his left stirred softly in her sleep and finally opened her eyes slowly. "Why aren't you asleep?" she mumbled.

"Just been thinking," he replied with a sigh.

"You're going to go back, aren't you?"

He slowly turned his head to look at her. "Yes, I think I am."

"I'll be in New York soon, I'll give you a call." she said, a lazy smile spreading across her face.

* * *

A week later he found himself in front of the white mansion again that he'd come to call his home. Before the accident, of course. Reluctantly he shouldered his bag and walked to the door, trying to prepare himself for the gloom that was sure to greet him. Instead, however, when he opened the door he found himself confronted with the image of his friend being kissed by a tall blonde, that made him wonder just how long he'd been away. As if hearing his silent question Maxwell turned, a surprised look on his face.

"You're back!" and then, following his glance he added "Meet C.C. Babcock, my new business partner."


	2. Chapter 1

******Because I just finished writing chapter 2, here is chapter 1 for you. I know it's all still at the beginning stages and things are getting set up, just bear with me, we'll get there. ;) Leave a review please, it makes me very happy! :)**

Chapter 1:

He stared at them blankly for a few seconds. Maxwell's lack of questions, combined with the simple introduction of the new woman in the house were making him quite stunned. Finally, when none of the men seemed to be making a move, the blonde slipped her arm around Maxwell in an intimate way that didn't really seem to bother him and pressed a kiss to his cheek.

"I'll see you later, darling, but Noel is expecting me for dinner."

Maxwell nodded somewhat mechanically and placed a half-hearted kiss back on her cheek. Niles observed this exchange with a raised eyebrow, half hoping that the "Noel" in question was a boyfriend or lover. As if having read his thoughts, a smirk crossed Miss Babcock's face and in passing she muttered "My brother" to him.

He watched her go, leaving a faint trace of Chanel behind and made a mental note of how little he liked her. Actually he _really _disliked her, hadn't met someone in a long time who had irked him so much at first glance. Then he remembered that his friend was standing only a few steps behind him, probably expecting answers even though he hadn't yet made a move to ask him.

"It's good seeing that you've managed to leave your bedroom." he finally said, which sounded a lot snider than he had intended.

His friend tensed up for a second, before a soft sadness settled over his eyes. "I deserved that," he nodded "but yes over the past few months some things have changed."

"I can see that," Niles replied, chancing another glance in the direction of the front door through which the blonde witch had exited.

Maxwell opened his mouth as if to comment on it, but then decided otherwise and closed it again. "Sara's parents talked some sense into me," he said instead "they sent me away to a country club and took care of the children and the house. They also hired the first nanny...one of many," he paused with a deep sigh "Brighton seems to be taking particular pleasure in scaring them off. Anyway, it was also at a country club that I met C.C."

"And by C.C. you mean that horrible creature with the red claws that just left the mansion cloaked in a fog of God knows what awful smell?" he asked dryly, arching an eyebrow.

"That'd be the one," Maxwell answered, his tone making it very clear how little he liked the critique.

"Remind me again, why exactly would you pick _her_ up?"

"I didn't "pick her up"," Max repeated, rolling his eyes "I told you before, she's my business partner."

"She doesn't seem to think so," Niles said dryly.

"Well, I have to confess that perhaps when we first met each other..." he stopped to pinch the bridge of his nose "does it really matter?"

"Oh I think it matters considerably, seeing as your wife has only been dead for almost a year."

"I know how long it's been since Sara passed, _Niles_," Maxwell interrupted angrily, his left hand balled to a fist "believe me, I don't need reminding. But I was vulnerable and I was lost and I met C.C. and she took care of me, she gave me attention...something I hadn't received in a long time when you just abandoned me and the children! And yes, there might have been a spark, but it's gone now...Sara...my loss," he cleared his throat with great effort "is still too great. I can't think of another woman in such a way yet."

"I'm sorry," Niles conceded in a softer tone "my last remark was out of line. And I also shouldn't have left the way I did, but please understand me, too, Maxwell, I was dying alongside you and I had to get myself out of there."

"I do understand but it's still difficult getting rid of that feeling of abandonment."

Niles sighed deeply and shifted his bag on his shoulder. "Miss Babcock seems to have helped you overcome it."

He received an incredulous look and a few moments of silence in return. "You don't believe me, do you?"

"I am trying to believe you, Maxwell, but it is rather difficult seeing as I just walked in on the two of you kissing."

"She's simply affectionate." He tried to argue.

"Yes, I saw that." Niles responded dryly.

"What now?" Maxwell exclaimed, throwing his hands in the air "why do you keep finding fault with her? What is it about her that makes you so grumpy? C.C. is a perfectly nice woman, who is sometimes a little bit more affectionate than I'd like. Nonetheless-"

"Oh please," Niles scoffed "if you truly didn't enjoy having her all over you then you would've made that clear, you would've pushed her away."

"You're lucky that we're friends, Niles, otherwise I would've fired you already. But if you keep repeating this nonsense, if you keep insinuating that I would drag my wife's name into the dirt like this, I will change my mind."

"I do not doubt your love for Sara, _Sir_," Niles replied pointedly "but I do know a man's needs and Miss Babcock is obviously more than willing to meet yours. Pleasure working for you again." And with that he climbed the stairs and to his room.

Yes, he really didn't like that woman.

* * *

After that first encounter things got off to a rocky start at the Sheffield mansion. There was a tense atmosphere in the house almost every day, particularly when all three of them were forced to interact in the office. Niles kept an eye on both the nanny situation and the relationship between his employer and the blonde. While the first was cause for concern, he was happy to notice a certain change in the latter. Maxwell seemed to make sure to keep his business partner at the theatre most of the time, he tried to get out of dinners and generally seemed to keep her at arm's length. This development enabled him and his butler over the course of a year to return back to their friendly ways.

The house situation became more relaxed again and with the arrival of one Fran Fine a few years later, everyone seemed to be in a better place. Everyone but Miss Babcock who would've happily returned to the old days…


	3. Chapter 2

**Sorry for the big gap between updates even though this chapter was finished. lol I'm volunteering right now and was away from my laptop for most of the weekend and last week I also had an unexpected LL ecounter that made me forget completely about this. lol But anyway, here we are...on with the story and I promise it's the last set-up chapter. ;) **

Chapter 2:

The clock next to her dashboard was reading 8.35 and she'd been driving around Manhattan rather aimlessly for at least the past half hour. It was dark outside, but of course in the heart of New York, darkness was relative. But C.C. wasn't feeling tired, of course not, it wasn't even 9 o'clock yet, but she wasn't feeling very much of anything, really. What was driving her was a rather strong need for a large, cold drink. She didn't have a particular beverage in mind, but the stronger the better.

When she reached a junction and recognised that she had yet again pulled up at the same set of traffic lights she gave a silent curse and this time took a different route. It wasn't as if Manhattan didn't have its fair share of bars to offer but the problem was that C.C. was no stranger to them, nor were her friends. And the last thing she wanted was to run into someone familiar. No, after the evening she'd had and – come to think of it – the past couple of months, all she really wanted was a place that was a little different. A place that people of her social circle avoided, a place where she could be a total stranger.

C.C. Babcock was by no means a superstitious woman although after a year in the theatre business certain traditions had started to rub off even on her. She'd avoid wishing people "Good Luck" on opening night and rather revert to "Break a leg!" and she'd always keep a worn out copy of the script with her on opening night. She knew that these traditions existed because of silly little superstitions, but she kept clinging to them, just in case. However, where her personal life was concerned C.C. wasn't superstitious. She didn't believe that treating people a little rougher would lead to bad karma, or that a broken mirror would bring bad luck. But she couldn't help herself where one thing was concerned and that one thing – as she so charmingly referred to – was the Sheffield's butler. Somehow with his arrival her luck had changed.

She wistfully thought back to the days when it had only been her and Maxwell in the mansion, occasionally interrupted by the children or the late Mrs Sheffield's parents. But C.C. never perceived them as threats; she was given no reason to either with Maxwell's attention fully on her.  
They had met at her mother's country club, a place which she was loathe to attend but she was obligated to visit many times nonetheless. She'd been talking to many men that evening and almost overlooked him. He wasn't up and socializing like the rest of them, as a matter of fact he was quietly sitting in a corner of the room smoking his cigar. He seemed lost and there was an air of sadness around him that had somehow drawn her even more towards him. Eventually she had approached him and slid into the bench opposite him. "And here I was thinking that I'd seen them all." He'd looked up and only slowly seen her.

"I'm C.C. Babcock," she'd offered again after a moment of silence.

"Maxwell Sheffield," he had reached out to take her hand, his voice had sounded hoarse and ancient somehow. But the moment their hands touched a certain warmth had spread through her body that surprised and calmed her at the same time.

Perhaps the perfect man did exist in her social circle, after all. Over the course of the evening C.C. learned that Maxwell was a widower with 3 children he adored and felt incredibly guilty for neglecting. She also learned that he was a Broadway producer in desperate need of some assistance in the finance and management part of the business. But she also learned that he was kind and gentle, a bit rigid at times but radiating warmth that somehow managed to touch her heart. And his eyes…those soft brown eyes that could melt her in an instant.

After that first chance encounter that had drawn her to him, they had regularly met up every evening. Sometimes they'd shared a meal together at the restaurant of the country club, but more often than not they had gone for a walk, far away from the prying eyes of her fellow socialites. As much as she hated giving her mother any kind of credit, she couldn't help but think that it was partly nice being with Maxwell because he understood her circle, the ups and downs of it.

She spent the first 2 weeks walking on clouds, uncharacteristically smitten with a man she had only just met. It had been all too easy at that time to forget that he was a widower, that he was very likely still attached to his late wife. Only slowly her sister's mocking words and her mother's warning had started festering suspicions in her heart.

But none of that had been enough to stop her from saying "yes", when Maxwell had asked her to become his business partner. She didn't simply view it as an appreciation on his part for her skills, but in fact as proof that he wanted her around on a regular basis. And so she had happily accepted, had gotten to know the children in her own distanced way and had started to settle.

She had learned that Maxwell was slightly useless when it came to certain areas of the business, that he really needed a partner who could stand firm and strong but at the same time butter up the backers and investors in just the right way. And they had gotten closer. At their first backer's party Maxwell had learned to appreciate her as a woman, had complimented her. She had taken it almost shyly, a part of her scared that he would recoil if she pressed too much. And she had been rewarded. Slowly Maxwell had opened up to her, shared some of his grief with her. And eventually her comforting had turned slightly more physical. Gentle words were replaced by sweet kisses; hugs were replaced by touches far more intimate. And yet they never slept together. He tried to explain himself by talking about Sara, but as hard as C.C. tried, a part of her always felt rejected. But she remained patient, far too eager to twist herself in any possible way for a man she'd later come to learn, who would never truly appreciate her.

The first reminder that she was twisting herself too hard had come with the arrival of the butler, the nosy, surly butler. At this point C.C. hadn't even known that a butler had once belonged to the household but Maxwell's calm response to the appearance of a new man in the house, had quickly brought her up to speed. She could tell in an instant that the man didn't approve of her relationship with Maxwell and that for some reason – that was completely beyond her – the servant boy actually had some pull with his boss. Even though she hadn't been there to witness the exchange between the 2 old friends in the foyer, she was soon beginning to feel the effects. Out of the blue Maxwell was beginning to slip away from her, to firmly put her back in her business partner place should she cross the line ever so slightly. But C.C. was a stubborn woman and one who didn't give her heart to anyone very easily. So she clung on. She dug her nails into the only man who'd ever appreciated her as roughly as she could. But she ended up losing in anyway. The moment the dark-haired nanny shimmied her way down the stairs that night, C.C. knew that her fate was sealed. She wasn't blind to the way Maxwell was looking at her or rather after her and it quickly became a habit to let those lingering glances be followed by several large drinks of liquor. The only problem with that was that over time her little habit was being noticed by her so-called friends who frequented the same bars.

That evening at the weekly dinner she had with her mother and sister she had been confronted with the fact that her behaviour was no longer going unnoticed.

"People will think you're having problems, Chastity." Her mother had ever so kindly informed her.

Perhaps I am. That's what C.C. had been wanting to say, but instead she had put on the forced smile that had become the trademark symbol for generations of Babcock women.

"I just like to socialise," she had also lied smoothly "and Maxwell is very busy with the children right now I can hardly pry him away."

While her sister had instantly urged her to do, in fact, just that, her mother had only hummed pensively. "He's pulling away from you, isn't he?"

She swallowed but her mind failed to come up with another lie. "Yes, a little…I think it's just work and his family."

"Nonsense, Chastity," her mother's tone was harsh "if you were important to him he'd spent more time with you. I thought I raised you properly but you're still with your head in the clouds. That man is a widower, he won't have eyes for another woman for quite some time."

Somehow the harshness of her mother's words had stripped away whatever walls she had built up around her. "That's where you're wrong, mother," she had replied evenly and quietly and risen to her feet "he already has eyes for another woman…but it isn't me."

This exchange had instantly triggered her need to get away. And that's how she had found herself driving aimlessly through Manhattan in the evening, trying to find a place where she could forget without being noticed. She turned around yet another corner and then spotted it. A small green sign reading "Jake's Irish Pub". The whole place was looking inconspicuous enough and so she parked her car and decided to give it a try.


	4. Chapter 3

******Thanks for the lovely reviews, everybody. :) Now before I present chapter 3, it's time I give credit to the author who actually inspired me to write this in the first place. The whole pub idea and the fact that maybe it gives C.C. the opportunity to be someone else was first done by afinemess5 in "At Least It Was Here". I found that idea so intriguing and it was actually my favourite part of her story and well, the idea kept floating around in my head and now I'm actually writing this so...yes, definite credit to her for making this happen. Anything else? No...just enjoy and I'd love some reviews again. I'll try and get chapter 4 done asap. ;)**

Chapter 3:

It was late one night a few weeks later and Niles was just getting ready to turn in after a long and exhausting day. Maxwell had sprung another backer's dinner on him and he had only managed to finish the post-dinner clean up after midnight. So it was with a deep, exhausted sigh that he sat down on his bed and began unbuttoning his shirt. He had just parted the fabric slightly, revealing a surprisingly toned chest, when the phone on his nightstand began ringing. Not expecting a call and especially not at that hour he stared at the phone for a few seconds before finally picking up.

"Niles Brightmore?"

"Hey, it's me!" a soft female voice replied.

At once his confusion and slight annoyance disappeared. "Kathy?"

"Promised I'd give you a call, didn't I?" she replied and he could tell that she was grinning smugly.

"That you did but a lot of time has passed since you made that promise. So I wasn't so sure anymore."

Kathy hummed in return. "I had some trouble coming up with the money…you know what it's like. But now that I'm here…can I see you?"

"Of course," he smiled, knowing very well that when Kathy wanted to see him, it also meant that she wanted to have sex. He wasn't against it, of course.

"How about tomorrow night then…I know this place called "Jake's Irish Pub". Let's meet there at 10?"

"Alright," he smiled "I'll be there."

* * *

Around the same time C.C. Babcock was tiredly climbing up the stairs to her penthouse. Her body was aching everywhere from having spent too many hours bending forward in a hunched position and was now informing her in no uncertain terms that this late night workout was not appreciated. If it would've been up to her she would've taken the lift, the machine in question was however conveniently out of order. She was cold and shivering despite the physical activity. The long hours in a cold theatre had left her chilled to the bone and she was having difficulties now warming up again.

Discarding her keys and shoes by the front door, she padded across the living room to her bathroom. There she allowed a yawn to slip past her lips and began undressing. Leaving her clothes scattered across the floor she stepped into the shower and turned the water on at a high temperature. At first the contrast shocked her cold body but slowly it started to relax under the hot stream. C.C. gave a deep sigh and massaged her shoulders while the water kept pounding down on her. She gave herself a second to acclimatise to the temperature and then turned around to turn it up even more. Slowly she sank down to the floor of the shower and reflected on her day, holed up in the theatre alone as she'd been. Maxwell had yet again chosen to remain in the office, handling business from there, close to his children and as C.C. suspected, close to the nanny. That thought alone had caused C.C. to be in a bad mood when arriving at the theatre and finding out that the heating was broken hadn't helped in the slightest. So she had remained bundled up in her coat, shifting from side to side in an attempt at retaining some warmth.

There was one thing C.C. had learned over the small course of her producer career: She didn't know who she detested more, the actors or the deck crew. Having studied business and finance she only had limited experience with theatre people but thinking back even in college she'd found them somewhat irritating. Nonetheless, C.C. had felt drawn to the theatre like a moth to a flame. Growing up in a fairly dysfunctional and rigid environment, theatre had been her way to escape. When sitting in a dark auditorium she could block out the actors' annoying habits and get lost in the storylines, laugh at the stupidity of some characters and cry at the lives of those reminding her of her own. But as a producer she could no longer overlook the eccentricities and egos, not when they were rubbed in her face on a daily basis. There was one person in particular that irked her to no end and unfortunately for her that person happened to be the stage manager Samantha. Perhaps it was the close proximity in age that annoyed C.C. or the woman's opinionated and cocky nature. Whatever it was, it was only thanks to her over the years acquired fake sweetness that had prevented a fight, but C.C. knew that it was only a matter of time.

Shifting her thoughts away from the annoyance of work she slowly pulled herself back up into a standing position and pondered momentarily whether she'd manage a trip to Jake's. But reminding herself of the time and her physical condition she decided against it, turned off the water and slipped outside and into her soft, white robe. Once outside the cold instantly returned and she hurried across to her bedroom, pausing only to slip into her pyjamas and then crawled into bed.

"Jake's Irish Pub", since its discovery a few weeks ago, had proven to be a lifesaver and one that she'd now come to rely on. Its homey and comfortable atmosphere and décor had been inviting from the second she'd set foot into it and had caused her to return for a second time that week, long before she'd even gotten to know the people. She'd gotten what she wanted that first night. She'd been nothing but a regular stranger, tucked away in a corner booth silently sipping her pint. The loudness of the place hadn't bothered her, or the strong language. On the contrary, it had felt incredibly nice just drowning out her thoughts and worries. It had given her a similar buzz as getting drunk in a cocktail bar, with the obvious advantage of no hangover in the morning. Eventually when most of her greater worries had been lifted off her shoulders, she'd made an effort of getting to know the staff. Tom the bartender, his dark hair streaked with silver pulled back in a ponytail had been the first one. The conversation had flowed easily, surprisingly easy considering their rather obvious differences in age and class. But Tom had asked no nosy questions while serving her a pint, hadn't even bothered to look twice at her designer skirt and blouse, he'd simply done his job and waited for her to open up. And open up she did. She told him about her life and childhood and everything that was making her return to the pub night after night. She had talked and talked, embarrassed at first at disclosing so much – something she most certainly didn't normally do – but his responses, drawled out in a thick cockney accent had been reassuring and kind. In turn he'd begun telling her about his life in England and how he'd come to live in America and come to work at the pub. He'd mentioned the owner, a young Irishman called Jake only in passing and then introduced her to the bar maids Brenda and Shannon. But Tom was the only one who knew her, knew her story before the transformation…

* * *

The next evening Niles was spending far more time in front of a mirror than he was used to. But with Kathy in town with a great likelihood of her staying only for a short amount of time, he needed to make an effort at looking his best which, however, proved more difficult than he'd thought at first. Working as a butler had brought out his manners again and a stilted way of speaking that combined with a rigid stance appropriate for the job probably would've led to Kathy rejecting him immediately. So now he was trying his best to look as casual and laid-back as he'd done when they had first met each other.

"My God, Niles, is there a hidden side to you that I should know about?" Nanny Fine exclaimed, sauntering into the room.

He turned around and raised an eyebrow questioningly.

"Well, first ya telling me you're queer, now I find ya here posing in front of the mirror, clothes everywhere. I mean, you're worse than me and Val." And she let out her honking laugh.

Realising what she was hinting at he chuckled and shook his head. "Oh no, Miss Fine, I'm merely getting dressed for a date…with a woman." He hurried to clarify "But you see, while she knows of my profession when we first met I was…well, dressed differently…I was in a different state of mind."

"Ah I get it…ya trying to recapture your youth?"

Niles resisted the urge to roll his eyes. "I met her last year, but thank you for voicing your faith in my love life." He commented dryly.

Fran just chuckled at her mistake and then drew closer to inspect him. "Well, keep the slacks but open up that shirt a little and uh…" she paused momentarily to scan the clothes strewn across his bed "take this coat…it's more casual."

Niles nodded and followed her instructions and then eyed himself in the mirror again. "Yes, I think it'll do." He finally said, smiling faintly "Thank you Miss Fine."

"Sure, honey. Just remember it's a skill not all of your kind is born with." And she winked and walked out.

"I'm not gay, Miss Fine!" he called after her exasperated.

* * *

It was close to 11 when C.C. arrived at the pub. She'd made the mistake of taking a cab from the penthouse to the pub and had consequently gotten hopelessly stuck in traffic.

"It would've been easier to walk," she mused while paying the driver.

Nonetheless her spirits lifted the moment she set foot into the place, cheerful Irish music instantly greeting her. She hummed to herself and reached back to adjust her ponytail while slipping past the crowd to take her usual seat at the counter.

"Evening Claire." Tom said, giving her a big toothy grin.

"How are you?" she asked in return, leaning over the counter to give him a hug, unaware that half of the male population was tilting their heads to eye her jeans-clad butt.

"Not bad, sweetheart. Do you want your usual?"

"Of course, I need it." She chuckled a bit "Work's been driving me crazy."

"Isn't that always the case?" he grinned and went to fetch her pint.

"What's so special about Tom that you only share details with him?" Ben, a pub regular asked, sliding in the seat next to her and putting an arm around her shoulder.

C.C. Babcock would've shrugged it off and made a snappy comment but Claire was enjoying the comradery.

"That's between him and me," she replied, nudging him with an amused grin.

"But it could also be between us, beautiful, come on…don't be so cruel."

"You won't get anywhere with that method," Tom commented upon his return and slid the pint across the counter and into C.C.'s hands "go back to your mates."

It wasn't said with any hostility but Ben still left her side and returned to his table. C.C. gave a small smile and let her fingers graze Tom's in thanks. Ben on the other hand sighed deeply and longingly and chanced another glance in her direction, before nudging his friend to alert him to a couple that was making out in one of the corner booths. Niles, being one half of the couple in question, panted softly and broke the kiss for air.

"Let's go somewhere more private," Kathy said, her voice laced with arousal "I'm staying at a motel just a little while out of town."

"Perfect, let's go." Niles growled in return and helped her to her feet, noticing only in passing the blonde woman by the counter who looked strangely familiar.


	5. Chapter 4

******Thanks for the lovely reviews, people. I'll try to post a new chapter every 4 days, it seems like a rhythm that's going to work. Um...some mild M warning here and also a fight warning, so you might not enjoy the end of this chapter very much. Anyway, I'm happy for any reviews I get! :)**

Chapter 4:

Niles shifted impatiently in his seat, the pressure of Kathy's hand on his thigh doing nothing to help his current situation. When she had suggested that they'd withdraw to the privacy of her motel room he hadn't thought…at all. Well, technically he _had_ been thinking but with a part of his body that wasn't very good at making logical decisions. All he had been focusing on was to get out of that crowded pub and somewhere where her teasing touches could turn into more. Then somewhere along their trip which had lasted almost an hour he had cooled down enough to think straight again. Kathy had come by car, she was staying in a motel out of town, and they wouldn't reach said location in twenty minutes.

When they had reached Grand Central Station and set foot on a train he had resigned himself to his fate. They were going to Yonkers…_Yonkers_. That meant at least another thirty minutes before they'd be getting any chance at intimacy. It took all of his self-control not to let out a whimper of desperation.

"Almost there," Kathy whispered softly now, giving his thigh a re-assuring squeeze.

He bit his lip and buried his face in her hair. "I will take you the minute we're alone," he growled and she giggled excitedly.

Eventually the cab pulled up at the motel and Niles allowed Kathy to slip outside while he paid the driver.

"Just remember to be safe, kids!" the man called after them but Niles barely had the chance to give him an incredulous look, when a tug on his shirt reminded him that there were more important things to focus on.

The moment the door had fallen shut Niles grabbed her and pinned her to the wall. A brief, surprised moan made it past her lips before arousal consumed her too and she started undressing him in a hurry. A few moments later he slipped effortlessly in her, lifting her leg up a little to drive himself deeper. Her moans and curses filled his ears and he kept thrusting harder and faster until he felt her clench and then shatter all around him. He moaned her name, his voice hoarse and rough and followed suit a second later. Afterwards they remained standing until both of them had calmed down a little and then he gently led her to the bed and crawled in after her.

"God you took me by surprise," she chuckled, her chest still rising and falling quickly and deliciously.

"I gave you fair warning in the cab", he grinned back at her, lifted her hands away and started placing tender kisses all over her stomach.

"I wouldn't call it fair," she protested, but her voice soon gave way to sighs of relaxation "we were barely inside the room."

"Told you," he sing-songed and kissed higher, removing the fabric of her top and bra until he could gently suck on her nipples.

"And what's this now?" she let out a sudden moan when his teeth grazed a sensitive spot on her already throbbing peaks "You can't possibly be ready to go again."

"I'm not," he stopped momentarily to smile at her and his voice became softer "I'm just taking care of you."

"Mmh…that's nice," she consented with a deep sigh and sank back against the pillows, letting her eyes fall shut.

He smiled tenderly at her and eyed her from head to toe before continuing to soothe her body with kisses and caresses. It was his way of thanking her; of telling her something he didn't dare voice in fear that she'd be getting the wrong idea. She was his lifeline, the one good thing he clung to even when she wasn't around. She'd saved him once when they had met for the first time, when bitterness and grief were threatening to consume him. She'd allowed him to take her, to work out his frustration on her. She'd been the one holding him afterwards when reality had come crashing down on him; she'd been the one to kiss away his tears. During the day-time she had listened to his thoughts and his problems and she had let him go when he had decided to return to his duties. And for that he was incredibly grateful. Even now when he had switched back into butler mode she gave him the chance to be free, to act differently than people expected of him. But he still couldn't bring himself to love her and that was something he wasn't sure she'd understand.

* * *

When C.C. returned to work the next day, she was surprised to find the house in a state of panic and because work days that followed nights at the pub were always more difficult for her, this rude awakening wasn't welcome at all.

"Where the hell is that useless butler of yours? I've been ringing the doorbell for more than five minutes!"

"Miss Babcock," Fran exclaimed, as if C.C. had just said something incredibly shocking.

But C.C., knowing that she'd said far worse things about the man in question before, frowned. "What? It's his job isn't it? Answering doors? Insulting me first thing in the morning?"

"Niles didn't come home last night." Maxwell explained, suddenly stepping into the room.

"So?" C.C. raised an eyebrow in question "He's a grown man, isn't he? You're acting as if one of your children got lost."

"Miss Babcock!" Fran exclaimed again and C.C. clenched her hand into a fist.

"Nanny Fine," she began in her best patronising voice "if you don't stop shrieking at everything I say, I will find a way of silencing you _forever_. Understood?"

While she didn't think for one moment that the brunette woman was in any way intimidated by her, she was still grateful that she seemed to get the message, leaving her and Maxwell alone in the living room.

"Niles always returns home," Maxwell suddenly said, as if he, too, had been waiting for some privacy. C.C. opened her mouth to voice yet another candid remark, but chose against it when she noticed the worry in his eyes.

It was the same lost look she'd seen at their first encounter in the country club. Maxwell was scared of losing yet another important person and just like that her annoyance deflated. Whatever anger or bitterness she'd been feeling because of his treatment was replaced by an unfamiliar urge to take care of him that left her with a numbing ache in her heart.

"Niles is a grown man," she tried to rationalise "perhaps he went out last night with some friends, perhaps some poor woman even took pity on him and he got laid and forgot the time."

"C.C.," Maxwell started to protest but she held up her hand to stop him.

"Max, he left you once before all of a sudden. Do you really think a man like that is worth worrying about?" But he didn't have to say anything, she already knew the answer and so she swallowed down whatever hint of pride she still possessed and added: "I'm sure he's fine, darling, don't worry."

Maxwell had seemingly just been waiting to hear those words from her and drawn in by the safety they promised he shifted closer. C.C., realising what he needed wrapped her arms around him and caressed his back in soothing circles.

"You're not gonna lose him," she whispered and trailed soothing kisses from his temple to his jawline.

Max nodded stiffly in response and tightened his hold on her. No, C.C. thought sadly, this wasn't the kind of relationship she wanted with this man. She didn't want to be his fall-back option whenever he felt scared or uncertain. Rigidly she moved away and looked away when Maxwell grasped at the thin air trying to pull her close again.

_"It's not your job,"_ she reminded herself and turned slightly away.

"I'll be in the office, some of the contracts need to be looked over." She told him and walked away, knowing that he would very likely find comfort with the nanny.

Once inside the office she closed the door behind her and sank down on the cool leather of the green love seat, giving herself a brief moment to lower her guard. It was funny how this room which had once held the most promise for her, the most excitement and closeness to Maxwell had now become the place in which she sought distance and composure. At this rate she'd be making a lot of trips to the pub in the near future.

* * *

Some point in the afternoon there was a quick knock on the door and a second later Niles breezed into the room.

"I brought you your afternoon tea, Miss Babcock." He announced in a formal tone that was completely foreign to her.

She studied him and pondered if his newly-found manners had to do with a good scolding from his boss or his own guilty feelings. Remembering Maxwell's concern she assumed the latter.

"Look who's been taking butler lessons," she mocked, unable to let the opportunity slip by, of course. She saw him struggling to keep his composure."I see no marks on your body…well," she tilted her head and a smirk crossed her face "no marks that suggest violent abuse, so I assume Maxwell's worries as for your wellbeing were unfounded? Did some poor woman really take pity on you?"

"That's none of your business, Babcock." He snapped, finally having lost the battle for self-control.

"Oh it is my business when lunch isn't served promptly at one and I have to eat one of Nanny Fine's ordered cheeseburgers instead." She replied in her haughtiest of tones "Just because the butler couldn't keep it in his pants."

"Do I detect a hint of jealousy there, Babs?" he shot back, irritated by her behaviour when he'd been making an effort to be civil.

"Please, you disappeared again and I was there to pick up the pieces and you can't stand that." She said icily.

"You were just waiting for it, weren't you, Babcock? Waiting for him to show some vulnerability so you could sink your claws into him again. But he still doesn't love you, Babcock, he never did and with Miss Fine around he probably will never acknowledge your presence. You're losing…as a matter of fact you've already lost and using his weakness for your own needs won't get you anywhere, it only shows how pathetic you truly are."

His words were hitting her already bruised self-esteem hard but she'd be damned if she'd let a servant get the better of her. Uncrossing her legs she stood up and strode to him until their faces were only inches apart.

"I hate you," she whispered dangerously "and you better tread carefully now because the moment you screw up again, I'll be sure to get you fired."


	6. Chapter 5

******Hello, Hello. Thanks for your lovely reviews again! :) Here's chapter 5, I hope you'll enjoy it. **

Chapter 5:

As it turned out C.C.'s prediction had been right as less than a week later she ended up in the pub again.

"Oh no, I know that look," Tom the bartender greeted her before she had even managed to say a word "that look means that you're going to make me a rich man tonight."

She gave him a tired smirk in response and assumed her usual seat. "Such a shame that you're not the owner then, isn't it?"

"Now for that comment alone I expect a large tip," he grinned while preparing her a pint.

"If you haven't got it yet I'm not sure I'll be able to help you." She shot back, letting out her deep, sultry laugh a second later.

"Oh sweetheart you're on tonight," he chuckled amused and slid the pint across the counter and into her waiting hands.

"Yes, misfortune seems to turn me into a regular laugh riot." She commented dryly and took a deep gulp.

"Now now, sweetheart, things can't be that bad." And he leaned across the counter to peck her cheek, earning several envious stares from the men in the vicinity.

"Again…why him and not me?" Ben commented woefully in passing, making her chuckle briefly, before returning her attention to Tom.

"And really? Things can't be that bad? You know me better than anyone else here. If things weren't that bad, would I come in here with this attitude?" Tom hummed pensively and for a second walked away to serve another customer.

"No, that's true." His expression had sobered "You don't usually bring your…working self…in here."

He referred to C.C. Babcock as her working self, as if Claire was her true persona.

"No…precisely…" she sighed and sipped on her pint again.

"So what happened?"

"Ugh…where do I even start?" she chuckled miserably.

"At the beginning?" he grinned.

"Smartass," she muttered and took yet another sip "today for some God knows stupid reason I spent my time at the Zoo with Maxwell's children."

"That sounds…unusual…" he chose his words carefully and eyed her "I thought you had come to a decision where he is concerned?"

"I did," she sighed deeply.

"Then, I'm sorry but I'm not following. You wanted to spend time with his children? I never perceived you as particularly close."

C.C. gave a hollow laugh at that statement. "Yes, precisely, we're not."

"Okay then…what motivated you to spend the day at the Zoo with them?"

"My mother," the words were filled with so much distaste that Tom hoped never having to be at the receiving end of her wrath.

"What did the witch say this time?"

"Well, it was at our weekly dinner…" she paused momentarily to give a gentle scoff "listen to me "our weekly dinner". One would think a smart woman like myself would've learned by now that nothing good can ever come from these dinners. And yet I keep going, week after week. Such a glutton for punishment…"

Tom reached across the counter and gently patted her hand, a gesture meant to comfort her as well as to nudge her back to the original topic.

"Anyway, my sister suddenly sprang some news on us. Apparently she managed to get herself knocked up, however and I quote "The guy isn't rich enough" so she'll have to get rid of the child and try again with a man with "better qualifications"."

Tom nodded but she could see a coldness in his eyes that hadn't been there before.

"I reacted relatively shocked, to the news as well as to her quick decision to abort her baby…which in turn earned a surprised response on my sister's side." C.C. paused again, replaying the scene in her head.

_ "I wasn't aware that you have suddenly developed a heart for children, Chastity." D.D. had commented pointedly "And let's face it, none of us would make very good mothers, so why even try?"_

_ C.C. had been taken aback by the statement, why she couldn't quite explain to herself yet. On general terms she actually agreed with her sister. She wasn't fond of children, found them annoying most of the time and certainly had never experienced any maternal stirrings. But her sister's dismissive attitude irked her nonetheless. _

_"There's still a difference, Deirdre, between being a bad mother and killing off one's child." _

_"Oh dear God, Chastity, you're no saint either. I see the way you screw around with guys – well, before you turned all soft for Maxwell – sooner or later this could happen to you, too." _

_"I highly doubt that, Deirdre, because unlike you I've learned to put a condom on a cock. You apparently missed that particular lesson." _

_Her sister had recoiled and made a sound akin to the hissing of a cat. _

_"Well now, neither of you will have to worry about that," B.B. Babcock had interrupted their little quarrel "Deirdre is taking care of her little accident and the only man Chastity has been stupid enough to fall for is showing no interest whatsoever. Perhaps Noel will at least be able to provide this family with an heir." _

_C.C. had snorted into her tea and was now repeating a similar action into her beer. _

"What's so funny?" Tom interrupted, frowning, surprised that she'd find anything amusing in midst of the harsh words.

"My brother is gay and technically my mother knows that, too. She just chooses to ignore it. So I find it quite amusing to think that she's resting her hopes on him."

Tom chuckled a little and nodded. "But despite that little moment, I presume you weren't very amused by the conversation?"

C.C. sighed and her expression became more serious again. "No…not exactly. I'm really not fond of children, Tom, I'm not the type of person to coo over a stroller and make silly faces over an infant. But-" she stopped, uncertain where she was going.

"But that's your business," Tom commented softly "these are your own affairs. It's different to have someone else point it out…or point out something that we fear that perhaps isn't quite true."

"It is true," C.C. clarified, her voice filled with resignation.

"Then why did you spend the day at the Zoo with Maxwell's children? Just to prove your sister and your mother wrong? Somehow I doubt that, they weren't even around to witness it."

"No I…I don't know, Tom." She sighed, running a hand through her hair "All I saw was Nanny Fine being so popular with the kids and how that affected her relationship with Maxwell and some irrational part of me wanted…just that. So I did precisely what I had sworn not to do and I suggested spending the day with the children in an attempt at making a positive impression again."

"But based on your current mood I suppose things didn't go according to plan?"

"No…the kids were just _so_ annoying, constantly asking for sweets and food, asking about Nanny Fine, arguing which stupid animal to see first. I couldn't handle them… and I just keep losing out to that annoying woman every step of the way. And worst of all: that butler was there to witness my defeat, smirking happily."

"Perhaps that's just your perception."

She chuckled bitterly again. "Oh no, Tom, that man detests me as much as I detest him."

"I'm sorry, Claire." He offered gently and patted her hand again.

"Nothing to be sorry for," she replied "some women are just born to be mothers and I'm not one of them but that's okay, my career has always been more important to me."

Looking at her Tom didn't doubt that to be true but he also knew that certain things could change with the right man around. And perhaps her feelings for Maxwell had brought up other dreams for the future that hadn't occurred to her before.

"I just don't understand why everyone in this goddamn family is so in love with Nanny Fine. Yes, alright, her IQ matches that of the children so I can see how they'd become best friends. But Maxwell and Niles? Even though I hate admitting it for the latter, but they are smart, intelligent men. What could they possible find appealing? Well actually," she backtracked dryly "I know the answer to that myself. The woman parades around in short skirts all day; of course _that_'s what men would find appealing. But Tom…you're a guy. Don't you wanna have a conversation with a woman once in a while?"

Tom nodded pensively before a dirty smirk crossed his face. "Sometimes I just wanna shut her up."

C.C. rolled her eyes but had to laugh despite herself. "You're an ass, you know? Why do I even come to you with my problems?"

"Because I'm charming and I'm British and you can't resist that, sweetheart?" Tom grinned, making her laugh even more.

"Alright, that's it," she chuckled "I'm done talking to you for the night. Now serve me another pint so I can survive."

"Coming right up, Ma'am." He said and winked at her before disappearing briefly to get her her drink.

"He's quite the funny guy, isn't he?" a female voice suddenly spoke and C.C. turned to the right to see who had addressed her.

A young woman had joined her at the counter who couldn't have been much older than herself. Her dark hair was long and curly and her green eyes were sparkling happily. She looked comfortable in her own skin and for a fleeting second C.C. envied her for it.

"He likes to think so at least," she replied and then offered her hand "I don't think I've seen you around here before, I'm Claire."

"I'm Kathy," the other woman smiled "I used to be a regular but that was a long time ago." "Yes, when we were still good enough, before she dumped us for some bars in Louisiana." Tom commented upon his return and then leaned across the counter to hug Kathy.

"Oh shut your mouth! You're just grumpy because you didn't have a nice piece of ass to look at anymore. Besides, I warned you from the beginning that I wasn't one to linger. I need my freedom too much."

"You and her?" C.C. frowned surprised, gesturing between them, the age gap obvious to anyone.

Tom shook his head softly, still focused on Kathy who continued: "Although lately I've been contemplating to settle…" Her voice trailed off.

"With that guy you were making out with in the back the other night?"

Kathy shrugged and hummed. "He's a nice guy, he treats me well. We met before in Louisiana… I couldn't get him out of my head so when I finally made it to New York again I rang him up and well…here we are."

"Making out in the back of my pub," Tom repeated dryly as if he wasn't convinced.

"It's not just that!" Kathy insisted and then added with a smug little grin "Besides, it's not _your_ pub, it's Jake's."

Tom shrugged. "He's never around."

"Ah yes, the mysterious Irishman." C.C. commented, drawing Kathy's attention back to her.

"You've met him before?"

"Would I call him "mysterious" then?" C.C. grinned.

"Okay, sorry, that was a stupid question." Kathy chuckled "Let me buy you another drink."

"A girl after my own heart."


	7. Chapter 6

******Hello, Hello. Yay I managed another update on time! lol Thanks for the reviews, I love them! :) On with the story..**

Chapter 6:

C.C. was quite surprised to find that she and Kathy were rapidly becoming friends; although "friends" was a little too much, bar acquaintances perhaps. Claire, on the other hand, didn't find the development all too surprising. While C.C. acted according to the rules of her social circle and wouldn't have been caught dead talking to someone like Kathy, Claire chose to focus on the things they had in common, a love for a good pint and the desire for freedom.

"Just listen to me, I sound as if I'm going insane." She muttered to herself.

Tom made a noise between a chuckle and a snort that made her look up and aware again of her surroundings. "You look a little insane, too, sitting there…muttering to yourself."

"Shut up," she grinned at him and sipped at her beer "I was just thinking and comparing Claire to my working self and then I realised that it sounds as if I have multiple personality disorder."

"Perhaps you do," Tom quipped and grinned but when seeing her glare hastily amended "No, of course not. I've seen this behaviour a lot in women such as yourself."

"What kind of woman am I?" C.C. asked, unable to stop herself from chuckling amused.

"You know what I mean," he leaned in, speaking suddenly in hushed tones "society women. You're all groomed in a certain way, all raised to be perfect, to find a husband, to become a proper housewife." He stopped and shrugged. "You told me your story, Claire and I've heard it several times before. That training, that drill you receive as a child doesn't work for all of you. There will always be exceptions to the rule, women who are different, who don't want those goals to be their own, who don't view a family as their greatest achievement. And then it starts…the struggle. You start fighting for your rights, for your freedom to have a career instead of just a husband and some of you succeed. But others," he sighed deeply "others may not. The rules might have been too firmly established in their heads. And then two things can happen, sweetheart," he paused again, this time to gently cradle her hand in his "either you run away from your true self and live the life that makes you unhappy but that you can't escape from or…you do what you've done, you find a way of letting that other side of you breathe. But it's a difficult balancing act, that's for sure."

C.C. swallowed and suddenly found herself unable to meet his eyes again. "But I'm different still," she said eventually "I fought to have a career and I _am_ a career woman…I've achieved that. Then why am I still coming here? Why do I need to be Claire?"

"Because perhaps even though you have achieved your goal, you're still surrounded by people of your own class on a daily basis? By people who can throw around with money? And then there's always Maxwell, reminding you of your other needs as well that haven't been met yet. And that's enough to make you flee." He shrugged and smiled a little at her. "It's normal."

C.C. sighed, gulped down her beer and then pushed her empty glass towards him. Tom nodded wordlessly and went to refill it and she noticed a sadness about him that hadn't been there before.

"Are you ok?" she raised an eyebrow and accepted the fresh pint with a nod.

"Yes," he smiled in return, but it paled in comparison to his regular smiles.

"You sure seem to know a lot about this "Upper Class Business" and the way it can affect women," she hedged, sipping on her drink.

"Subtlety is not your forte, Claire," he chuckled and leaned against the counter "but yes, to answer your question, I know a lot about it from personal experience."

"If you tell me now that you used to be a society woman I'm going to snort beer all over your counter." She commented and was relieved to find that he broke into honest laughter.

"Yes, you got me, that's who I really am." He replied dryly once he had stopped laughing, whipping his ponytail back dramatically. "But no…I uh…" he grew more hesitant again "let's just say I knew a woman once who didn't manage what you're doing. Who ended up losing and who decided against freedom and went back to the social surroundings she'd grown up with."

"So you just knew her briefly or you…_knew _her," she studied him carefully.

"If you have to ask like that you probably already know the answer." He replied, in a slightly colder tone than she was used C.C. wasn't taken aback by it and just sipped on her beer. "We weren't a couple," he eventually continued "but there was a certain spark between us. We were lovers at best, I guess…" and he trailed off again.

C.C. nodded and reached across the counter to take his hand. It was obvious to her that he'd been more invested than he let on. And with her recent rejection still fresh in mind, she felt a brief ache in her heart that caused her to be more compassionate than she would've normally been.

"What's going on here then?" Kathy interrupted the moment and took her usual seat next to C.C. "You two have been holding hands a lot lately. Did I miss something?"

C.C. chuckled and gave Tom's hand a final re-assuring squeeze and then leaned back. "Yes, you're on to us now, Kathy." She replied dryly.

"Just checking," she chuckled "it's about time that he found himself a lady."

"I think that's already happened," C.C. commented quietly when Tom had distanced himself a bit.

"Oh gossip?" Kathy asked excitedly and scooted closer.

"Sort of," C.C. nodded, watching Tom's retreating form hesitantly "I don't know enough to share."

"Well, if you know more." Kathy grinned and nudged her confidentially and then, looking up again, let out a gasp of delight. "You made it here early!"

C.C., knowing that only the guy she'd been seeing could evoke such a response, turned to look but broke into a frown when she saw that Kathy had her arms wrapped around the pesky butler. He seemed relaxed and kissed her friend lightly, before pulling his wallet out of his jeans pocket. Jeans. C.C. frowned and eyed him up and down.

"Don't think I've ever seen him wearing a pair."

As a matter of fact, Niles' whole appearance was completely different. Apart from the jeans, he was also wearing a casual shirt that had the top few buttons undone and a leather jacket. When he looked up again he spotted her too and for a split second his eyes widened in surprise as well.

"Seems I'm not the only one with a secret," she muttered to herself.

"Tom, we'll have two more pints!" Kathy called, who was in the meantime dragging Niles excitedly towards the counter "I'm so glad you two are here at the same time! Claire, this is my lover Niles, Niles this is my friend Claire."

"Lover Niles," C.C. snorted, her deep voice ringing with amusement "pleasure meeting you."

"Claire," he replied pointedly holding out his hand "the pleasure is all mine."

She shook his hand – perhaps a little bit firmer than necessary – and then took a sip from her beer.

"Niles always has to work so long and well, you sometimes get here very late when we're already gone or you aren't here at all. But you know…I've been telling you so much about him that I'm just so excited we finally get the chance to hang together."

"Yes, isn't that nice?" C.C. muttered, her tone suggesting quite the opposite.

"Yes, positively delightful." Niles agreed in the same way.

Kathy accepted the drinks from Tom and then turned to them, frowning. "Is everything alright? You two seem tense. Do you know each other?"

And to C.C.'s surprise, they both hurried to answer that question with a resounding "No."


	8. Chapter 7

**Thanks again for your reviews. :) I'm really glad you're enjoying the story. Now here's the next chapter. :) Some of the dialogue was taken from the show, but I tried to keep it to a minimum. Leave me some feedback, please! :)**

Chapter 7:

The next morning C.C. was approaching the Sheffield mansion with unsurprisingly much trepidation considering the events of the previous night. She felt foreign in her fancy designer clothes as it was always the case when her mind hadn't quite switched from Claire to C.C. yet. But on top of it all was something that made her feel much worse than she would've felt, had she been suffering from a simple hangover. As a matter of fact, she was yearning for the days when a simple hangover had made her feel so rotten. At least then she'd known that it would pass within the day. This situation, however, she had a feeling would continue to make her feel queasy for a much longer time.

Slowly she pushed her hesitation aside and lifted her hand to ring the doorbell. Each second that passed added to her growing tension. Finally, the man she'd been dreading to see opened the door for her and let her in, a mischievous glint in his eyes that made her ball her fist.

"Miss Babcock," he greeted, carefully pronouncing every syllable.

"Niles," she replied, dragging out the "I" in a long, warning growl.

"You seem a little on edge this morning," he continued innocently, helping her out of her coat "did something happen?"

She let her eyes fall closed for a second, praying for patience she didn't have.

"No, everything is splendid." She turned around to face him "But you're acting uncharacteristically chivalrous today…can't be the good influence of a woman, can it? You haven't been seeing anyone lately…apart from that little one night stand with Nanny Mueller, of course. Did she teach you those manners?"

With an overwhelming sense of satisfaction she watched him clenching his jaw.

"I'm not quite sure what you're implying, Miss Babcock," he finally replied, the unnerving smirk returning to his face "You don't seem to be yourself this morning."

"Alright, cut the crap, Rochester." She finally snapped, ignoring the expression of glee that washed over his face "Stop hinting at things, if you have something to say to me then say it now, directly to my face!"

She could tell that he was having difficulties suppressing a chuckle. "I don't know what you mean, Miss Babcock. But I can't stand around and chat any longer, some of us have work to get on with." He indicated a little mock bow and then left her alone in the foyer.

"Alright, you lost that exchange, Babcock." Her mind provided her with unwanted commentary and emitting a growl of impatience she too left the foyer and made her way to the office.

"Morning Maxwell," she greeted her business partner and set her briefcase down on the green love seat, starting to fish out documents a second later.

Hearing nothing in return and confused by the silence, she turned around to look at the man in question, something she usually tried to avoid, lest it bring up some of her feelings again.

"Maxwell?" she frowned.

Eventually and very slowly he turned around, a dreamy smile on his face and a rose in his breast pocket that she'd never noticed there before."Oh hello C.C., I didn't hear you come in."

"Well, perhaps you should get your hearing checked then," she snapped back a little "as I just said hello to you 5 minutes ago."

"Yes well," he frowned at her tone "I'm sorry, I guess my mind was just somewhere else."

"Mmh," she hummed and turned back around to the green love seat, putting her briefcase on the floor "and would that somewhere else have anything to do with that ridiculous plastic rose in your breast pocket?"

"It's not plastic!" he sounded almost offended, but then his tone softened "It's real…just like her…"

And when he released a dreamy sigh, C.C. wanted to be sick. "Who gave this to you?" she asked, sitting down rigidly.

"Chloe Simpson…"

"As in the modelling agency?" she frowned, feeling the queasy sensation take over her entire body.

"Yes, that's her." He sighed again "We'll be going away to Southampton soon."

"You'll be leaving?" she exclaimed, ignoring how much her voice resembled a screech "You can't possibly be serious. We've got all this work piling up."

"Well you can handle that for a few days, can't you? An intelligent woman like yourself?"

"Don't flatter me now, Maxwell, or I swear I'm going to lose it!" she snapped.

He frowned, taken aback a bit. "Whatever is the matter, C.C.? You're not jealous…are you?"

She merely rolled her eyes and focused on her documents, unwilling to answer.

"C.C.," he chuckled comradely in such a way that it made her want to punch him "Chloe and I might want to take a little walk down memory lane but you and I will always be business partners."

She heaved a deep sigh in order to control the growing urge to leap across the desk and wipe that smile off his face and dryly replied: "Groovy."

After that even Maxwell seemed to catch on to the fact that it would be better if he dropped the subject and he hurriedly opened one of his books and started scanning the pages, pretending to work. Or at least that's what C.C. surmised, as she couldn't really see him being able to focus long enough on something other than Chloe to get actual work done.

* * *

Around noon Maxwell scarpered off to have lunch "with an old friend". But C.C., aware that courage wasn't exactly her business partner's forte, knew who he was actually meeting. With another deep sigh – this time born out of resignation – she put the script she'd been reading aside and stood up to stretch. Reading scripts to see which one they could use for their next production was usually her favourite part of the job, but today she found herself unable to focus. According to the script she'd reached page 25, but even that probably wasn't true as she couldn't really remember anything that had happened. She pinched the bridge of her nose and came to stand in front of the window, watching the steady line of cabs trickling through the street. Eventually her hand moved to massage her tense neck and her thoughts wandered back to Maxwell. For the first time she was wondering what on earth she'd seen in him to begin with. She wasn't sure if she'd been rejected enough to finally take off her love goggles or if she was just coming to her senses. Whatever the reason, she was finally failing to see what had been so appealing about Maxwell before. He was a coward, he couldn't stand his ground, and sometimes he could actually almost be boring.

"He doesn't thrill you," Claire whispered but she shook her head to get rid of her.

"Fighting off invisible flies?" the butler's voice, laced with sarcasm, drifted across the room.

"Can you never just say what you want?" she asked, turning around to face him "Do you always have to make your grand entrance accompanied by some snarky remark?"

To her annoyance he chuckled amused. "My God, Babcock. You really are on edge today, aren't you? What happened to the laid-back woman I met at the bar yesterday? Oh wait, I must be confusing you with someone else."

"Alright, that's it." She snapped and firmly walked over to him "We will stop playing that "I saw you yesterday so I'll keep hinting at it but pretending it wasn't really you" game."

He lifted his hands in a sign of peace but kept on laughing.

"I mean it, Niles, cut it out." She snapped again and grabbed him roughly by his shirt "Yes, it was me in the pub and yes I dress like that and go by Claire in there. So what? What's so funny about that? I have my reasons, reasons which _you_ will never know about so please to God just stop acting like a little boy who's managed to steal a cookie."

His laughter slowly subsided and he broke into a frown instead. "Why so snappy today, Babcock? What's gotten in you?"

"Alright," she exhaled deeply, pinching the bridge of her nose again "I know that we're anything but friends but just for today can't we call a truce? Just for today please just leave me alone? Just one day and one night, that's all I'm asking."

He was momentarily at a loss for words, confronted by the resignation and sadness he heard in her voice and saw in her eyes. It was making him highly uncomfortable. She wasn't supposed to be like this. She was supposed to be strong and snappy and undefeatable. His frown grew deeper as he grew more and more uncomfortable. Why was this so disconcerting to him?

"Alright," he finally nodded "a truce, for today and tonight. Tomorrow I'll show no mercy again, Babcock." And with that he left.

* * *

In the evening C.C. found herself at the pub again, pondering Niles' puzzling behaviour. It wasn't that she wasn't grateful that he had agreed to the truce so willingly. Nonetheless, she couldn't help but wonder what was behind it all. Niles couldn't possibly have a heart, could he?

"I told you before not to bring her in here, ok?"

She looked up with a frown, scanning the bar to see who Tom was so heatedly addressing, only to find him staring at her. "What?"

"I told you before, Claire," he repeated "stop bringing your working self in here. This is supposed to be the place where you can be happy and stop worrying."

C.C. eyed him wordlessly and nodded slowly. Ever since their little discussion that had revealed his love for a certain nameless socialite he'd been grumpy and in a bad mood. She understood why, of course, but it was starting to get on her nerves now too.

"I'm sorry, Tom," she replied, definitely sounding annoyed "but there are certain things that have been on my mind that don't just magically disappear when I walk through the door."

"Like what?" he crossed his arms impatiently.

"Like the butler…it's hard to explain, especially if you keep staring at me like that. But I was having a rough day today and he was actually almost…_nice_? I don't know…he just stopped pestering me when I asked him to."

"_That's_ your great problem? _That's_ what's bothering you so much?" Tom asked, eyeing her incredulously.

"Yes," she nodded slowly.

"My God!" and he threw his hands up dramatically "Someone is being nice to you and you even treat that with suspicion. You have a way of creating problems for yourself, Claire."

"Well, I'm sorry if I'm not happy enough for you." She snapped, slamming her glass down on the counter "But with that attitude of yours it's not surprising that your lover left you."

"Get out." Tom growled, it wasn't a request.

"My pleasure."

* * *

The next day C.C. was truly feeling alone. Maxwell had left half-way through work to go and spend the afternoon and evening with Chloe yet again and her fight with Tom had ensured that she wouldn't be returning to the pub in the foreseeable future. She had no-one to go to. Drawn in by their voices, C.C. entered the kitchen, eyeing Niles and Fran wearily, half envying them for their friendship.

"I don't know why I bother coming over anymore." She voiced quietly and glanced at Niles.

"_Tomorrow I'll show no mercy again, Babcock."_ That's what he had said. And yet him and Fran were looking at her with a mixture of pity and understanding that was making her a little bit uneasy.

"Aren't you going to say anything obnoxious?" she asked, just waiting for an insult.

"I wouldn't kick a dog when she's done." He replied haughtily, but his eyes were twinkling with amusement.

To her surprise that brought a little smile to her face and she was beginning to wonder if Tom had been right, after all. Perhaps her suspicions had been unfounded. Perhaps Niles wasn't really so bad?


	9. Chapter 8

**Hello, Hello. Thanks again for your reviews :) Slightly shorter chapter, more of a filler, but I hope you'll enjoy it nonetheless. Just a warning: not sure if I'll manage an update by Sunday. I'm leaving Austin on Saturday to fly to L.A. and am not sure yet if I'll get any writing done then so ;) But I'll try my best. Read and review, please. :)**

Chapter 8:

Since their conversation in the office, Niles was finding himself in a rather strange position where C.C. Babcock was concerned. Even the mention of her name alone didn't bring up the instantaneous feeling of annoyance and hostility that had once been the case. Not that his view of her had been altered completely but he still found himself watching her. In the morning when he greeted her at the door, at lunch or during break times in the office and in the evening when she breezed out of the mansion again, he always found himself watching her. Niles didn't know if it was more out of fascination or curiosity but he couldn't look away. Something had happened with C.C. Babcock that had turned her from a strong, threatening pain in the ass to a woman who had reached her limit and wasn't too proud to ask him for a truce. Perhaps he had been wrong about her, after all. Perhaps she wasn't really the cold, calculating person she always pretended to be.

"_You should be thinking about Kathy,_" a gentle voice reminded him, the same voice that had been conjuring up feelings of guilt ever since his quick roll in the hay with his first lover, Clara Mueller.

It wasn't as if he was in a firm, committed relationship with Kathy, he thought while placing two plates with cheesecake, and two cups of coffee on a tray, they had never even discussed it. But Niles wasn't an idiot, he could sense the way she felt about him and that she wouldn't be happy to learn about his sexual encounter with another woman. Not that she'd start an argument over it, but she'd be hurt and that was actually much worse. He sighed and brushed those thoughts away and picked up the tray to serve Maxwell and C.C. in the office.

There was silence in the room, as it always was the case lately. Since his boss' rekindled romance with Chloe Simpson and C.C.'s obvious dislike for it, they hadn't spoken much to each other.

"Your coffee and cake, Sir," he announced formally but started serving the blonde first with a smirk "and the same for you, Mr Sheffield."

C.C. merely rolled her eyes at him and Maxwell remained silent. Niles momentarily left the tray on the large desk in the centre of the room and picked up the watering can to tend to the flowers, repeatedly glancing at C.C. despite his strong resolution to avoid just that. He mentally noted how tired she looked, how sad, despite her perfect appearance, he also hadn't seen her at the pub anymore for quite some time. The moment he noticed that he was getting worried about a person he was supposed to hate, he scolded himself and focused on the plants again.

"_What's so special about her_?" the voice was asking him again "_She's sad, she's heart broken, so what? You've encountered several heartbroken women in your lifetime_."

But no-one who had radiated such beauty in her sadness. He swallowed and shook his head. No, this was getting ridiculous. C.C. Babcock was a dragon, a haughty upper-class snob. Perhaps she was a little bit sexy, he admitted to himself, his eyes wandering up her ankles over her calves to her thighs. He had to swallow again, his face heating up lightly when he realised that he had just been picturing the parts of her body concealed by the fabric of her clothes. He could just make out the contours of her well rounded breasts against her white blouse, her delicate collarbones, the tender, inviting neckline. He shook his head and only with great effort tore his thoughts away from her body. What had she done to him? And why couldn't she simply return to the state of arrogant, annoying enemy?

"Niles?" his employer's voice pierced his thoughts.

"Yes, Sir?" he asked, turning around to face him.

"I think that plant has enough water now." Maxwell commented, frowning lightly at his butler.

Niles, risking a side-ways glance at the almost overflowing flower pot, cleared his throat and made a hasty departure, forgetting all about the tray that was still lying on the desk. "Of course, Sir."

* * *

C.C. looked after him confused; a look she found mirrored a second later on Maxwell's face. What had gotten into that annoying butler? First, he accepted her truce without a teasing remark; then he continued being nice to her even after the truce was over and now this? The overflowing flower pot? What happened that made him so scatter-brained? If it hadn't been for the argument between her and Tom, her first move would've been to talk to Kathy about it, to ask if things hadn't been going so smoothly. But unfortunately, that wasn't an option. And somehow she doubted that despite Niles' odd behaviour, he'd suddenly be making heartfelt confessions to her if she asked him directly what had happened. No, somehow she'd have to find a different approach to satisfy her curiosity. That's what C.C. chose to call it. Satisfying her curiosity. Labelling it as such was definitely easier than having to admit to herself that she possibly didn't loathe the man enough not to care about him.

"I'll be back in a second, Maxwell." She announced and leaving her cheesecake untouched exited the office, passing the Nanny on the way.

"_That ought to distract him for at least half an hour,_" she silently mused to herself and continued onward and to the kitchen.

She slipped into the room quietly enough without attracting the butler's attention immediately. So she had at least a brief moment to watch him. Niles was standing behind the counter, his face turned away from her, seemingly staring into thin air. C.C. frowned and felt the old worry – uh, curiosity – rise to the surface again at seeing him so distracted.

"I guess it's right what they say; old men are prone to take naps anywhere and anytime they can." She finally voiced, not quite sure why the first thing to leave her mouth had been an insult.

Niles turned around, startled, before the smirk she was so used to crossed his face again. "Well, you'd know all about that."

She shook her head but was unable to stop a smile from forming on her face.

"If it's not old age that makes you so distracted then what does?" she asked, raising an eyebrow in challenge.

"Nothing," he mumbled uncharacteristically and rolled up his sleeves to wash the dishes.

"What? Kathy found out about your little liaison with Nanny Mueller and didn't react too well to it?"

His eyes shot to her instantly and his hands let go of the plate he'd been holding so that it noisily cluttered back into the sink. "What did you tell her?"

C.C. frowned at him. "Nothing, so stop staring at me like a madman. I was just wondering if something had happened between the two of you."

"Of course you did," he sighed "I suppose even a witch like you can care about her friends…well…perhaps."

She rolled her eyes at him and replied dryly: "Yes, that must be it."

"You just threatened to tell Kathy about Clara the other day, so naturally I assumed that you'd gone through with it."

"Yes," she nodded a bit and then broke into a grin "but you also said to me the other day that our truce would only last 24 hours and yet you didn't insult me the night after. I guess we're both not quite feeling like ourselves at the moment."

And with that she left him to his thoughts.


	10. Chapter 9

**Hello, Hello. Here is chapter 9 with a one day delay lol I hope the content will make up for it. ;) Leave me a review and let me know what you think. Thanks!**

Chapter 9:

"_The place feels empty_," Niles repeated silently to himself, while his eyes roamed across the dimly lit pub.

He'd set up another date with Kathy but for the first time since they'd met, he'd ended up waiting for her. His eyes shot across the room and came to focus on the old, antique clock in the corner. 10.15. She was definitely late. He turned back to his beer and took a sip, trying to ignore the feelings of guilt that started to arise whenever his mind slipped to his lover. In truth, he wasn't nearly as bothered by her absence as he should've been. Not that he would be happy never to see her again. He was just beginning to realise more and more that – his sexual attraction aside – he wanted nothing more than friendship from her. Admitting that to himself, however, also meant that he needed to stop acting like a cad, and soon too. He needed to let her down gently. But he'd always been a bit of a coward where those confrontations were concerned and at his age he also was prone to listen to his cock too much. And that part of his body definitely wanted attention and didn't like the prospect of no female companion in the near future at all. But despite all that he still knew that it was only a matter of time before the guilt would win the upper hand. He hummed and scanned the room again, but the blonde woman he was looking for was nowhere to be seen.

"_You shouldn't even be looking for her_," he reminded himself but it was no use.

The place simply felt too empty without her. But he couldn't tell her that, nor could he ask her directly why she hadn't been around anymore.

"Hey," he said, trying to get the bartender's attention "have you seen Claire lately?"

At his question the man tensed up visibly and suspiciously eager, hurried to pour a customer a drink. Niles frowned and waited until he had returned.

"Tom…was it?" The man nodded slowly. "So you know where Claire's been or?"

"No, wouldn't know. I don't get attached to my customers, you know? I'm just here to serve drinks." His answer came cold and stilted, almost as if he'd been practising it in his head before.

"I see," Niles nodded when, in fact, he didn't.

He could still remember the lightness with which Tom had interacted with both C.C. and Kathy, how comradely they'd been. Somehow, the sudden change in his behaviour made him feel that he was pretty close to discovering why C.C. hadn't visited the place anymore. He was just about to ask further questions, when arms snaked around his body from behind.

"Sorry I'm late, darling." Kathy whispered into his ear and all thoughts regarding C.C. were forgotten.

He turned in his chair and swallowed at the sight of the woman in front of him. Kathy was wearing a dress – which was uncharacteristic in itself – but the dress in question was also fairly short, revealing certain territories of her body that he longed to visit again.

"That's quite alright," he answered as politely as he could and then stood up, taking her hands in his "and might I add you look quite ravishing."

Kathy chuckled softly and leaned further against him. "Somebody has gotten very much used to being a butler, I hear."

"What do you mean?" he breathed, pulling her firmly against him so he could start kissing her neck.

"You speak…very…uh…" she tried to focus but against her best efforts, her eyes fluttered shut "let's go elsewhere."

"Thank God we both agree on that," he growled and marked her skin and then turned around to the counter to empty his glass and leave a number of bills for Tom.

"Have a good night," he nodded and gave a small smile at Kathy, before collecting his money and turning his attention to other customers.

Niles grasped her hand and walked out of the pub with her, the cool night air doing very little to calm his growing arousal.

"I'll hail us a cab!" Kathy suggested but he pulled her back against him.

"Not to the motel, this time. I can't wait that long."

"But-"she tried to argue.

"No buts, Kathy, you made me wait, now you must pay." And with that he led her down the street and towards the direction of the Sheffield mansion.

* * *

Ding Dong. C.C. mentally prepared herself for the arrival of the butler that greeted her every morning. But the minutes ticked by silently and nobody came to open the door. Her sense of excitement started to deflate. So she lifted her hand to ring the bell a second time. Ding Dong. Silence. A frown started to crease her forehead and her fingers impatiently tapped against her briefcase. Finally she could make out some footsteps from inside the house and the door was opened, revealing a rather dishevelled looking Niles.

"How nice of you to join me this morning," she greeted dryly and swept past him into the foyer "perhaps you should invest some of that hard earned cash into a new alarm clock."

C.C. waited for him to take her coat, but when he failed to even perform that task she turned around to face him with a frown. Niles didn't just look dishevelled; he also appeared to be barely dressed. His robe had fallen slightly open, revealing a hint of chest and the waistband of a white pair of boxers. C.C.'s eyes widened in surprise.

"Again?" she exclaimed, hands on her hips.

Niles didn't reply but only offered a sheepish smile, before running a hand through his hair, causing it to become even messier.

"You know I could have you fired if you keep neglecting your duties like that," she voiced and Niles opened his mouth to reply but got interrupted before he could utter a single word.

"Honey?" a female voice called, one that she knew belonged to Kathy.

In a surprising moment, Niles grabbed her hand and yanked her with him into the guest toilet underneath the stairs. It was a small space and so C.C. found herself pressed fairly close against Niles' body.

"What are you doing?" C.C. asked but he hurriedly placed a finger on her lips.

She tilted her head away a bit, ignoring the slight tingle she had felt and repeated her question in a whisper.

"It's Kathy," he replied in hushed tones.

"I do know that…that's why I'm wondering why you felt the sudden urge to yank me into the toilet?"

"I thought you might want to avoid an encounter." He explained and then listened at the door for any sounds.

"But why?" she frowned "I don't mind talking to her."

"Yes but _Claire_," he emphasised the name "Kathy might be a little bit confused as to why you're suddenly walking around in this designer costume, looking the part of the haughty socialite."

"Oh," she managed lamely.

"Lucky for you, Babcock, that one of us has brains." Niles grinned at her.

C.C. rolled her eyes and smacked his chest not so gently.

"Hey," he chuckled and grasped her wrists and pulled her closer to him "claws in, I just saved your ass."

"Watch the smug tone, Butler Boy. Remember, I can still tell her about your fling with Nanny Mueller." She warned.

"Except you wouldn't," he contradicted, grasped her wrists with one hand and lifted his other to cup her chin.

"And why wouldn't I?" she asked, trying to free herself from his grasp.

"Because you enjoy this game too much, Babcock." His voice had grown considerably lower "And so do I…would be a shame to break each other, wouldn't it?"

C.C. suddenly became acutely aware of the truthfulness of his words, as well as of the feeling of his body pressed against hers. She swallowed, willing herself to stay strong.

"Have I silenced you now, witch?" he breathed, his blue eyes roaming across her face.

She could feel him breathing, hear the beating of his heart, or perhaps it was her own. It was impossible to tell at that moment as it felt as if they had melted together to form one person. She wasn't sure where her body ended and his began and before she knew it their lips had met in a passionate kiss. His hand had released her wrists and was snaking around her body to pull her closer and her hand was buried in his hair, tugging as their tongues started stroking each other. The kiss only lasted a few seconds, but when they finally pulled away, both of them were breathing hard. Suddenly there was a knock on the door and C.C. startled and moved away, breaking their body contact completely.

"Niles, are you in there?"

It was Maxwell.

"Yes." Niles managed, though his voice sounded slightly hoarse.

"Ah…lovely. Would you care to come out here and explain to me why there's a half-naked lady running around my house?"

Niles shot a nervous and confused glance in her direction, which only caused her to smile in amusement.

"Don't look at me…must be your other lady." And she slipped past him, unlocked the door and moved to stand next to Maxwell, ignoring his shocked face."Come along, we have a ton of work to get on with."

For a moment Niles was able to laugh at the image of his boss trailing after C.C. like a puppy dog, but then he remembered that he should go and find Kathy. Otherwise his brain was just refusing to deal with the kiss that had just happened and how secretly good it had made him feel. He tied his robe more firmly again and then sneaked up the stairs. Looking everywhere, he was relieved to find Kathy back in his room, curled up on his bed.

"Thanks for abandoning me," she commented but there was a playful grin on her face.

"Sorry…you keep letting me forget about the time and then suddenly I have to jump up and be a butler."

"I think I saw your boss…British, gorgeous?" she grinned.

"Yes, that'd be him." Niles replied dryly and rolled his eyes "And he saw you, too. You got me in trouble little minx."

She giggled and writhed on the bed while he tickled her.

"So I suppose I better get going before I get you into more trouble?"

"Yes, unfortunately." He sighed and pulled her into a deep kiss, ignoring how much it suddenly paled in comparison to the one he had shared with C.C.


	11. Chapter 10

******Hello, Hello! Loved your comments to the last chapter!Thank you very much! I hope you'll enjoy this chapter too! Now again, the next chapter might be a day late as I'm travelling again! But I'll try my best. ;) Read and review! :)**

Chapter 10:

C.C. managed to keep her cool and ignore what had transpired in the guest toilet until breakfast was done the next day. That's when it suddenly hit her. She and Niles, she and the annoying butler had been close to making out in the guest toilet of all places. With as much calm as she could manage, she put down her napkin, stood up and made her way to the office; the family barely noticed her leaving. Closing the office doors behind her, she sank down on the green love seat and extracted her cell phone from her briefcase. The person she needed to talk to was on speed dial and soon she was soothed by the comforting voice of her brother.

"Hi Noel, it's me."

"C.C.? Is everything alright?" he sounded concerned "Shouldn't you be at work?"

"I am but the family's still finishing up breakfast." She explained, tapping her heels a bit against the floor.

"Yes, but you usually use that quiet time to get some work done, right? "While the Nanny's mouth is full" or something like that?"

C.C. had to chuckle a bit at him remembering her quote but then reminded herself again of why she was calling. "I need your opinion on something…"

"Yes?"

She took a deep breath and then started to explain everything to him, her feelings for Maxwell, how she had stumbled across the pub, Kathy and Niles and second persona Claire.

"Sounds like you've had an interesting few months lately." Noel chuckled amused.

"Hey, don't mock me," she scolded him playfully and then continued "so anyway, yesterday I arrived at the mansion and it took Niles ages to answer the door. Which really isn't all too surprising for that old bag of bones." She chuckled to herself but only heard silence at the other end of the line. "Well, eventually he did open the door looking all dishevelled and it was obvious that he'd had sex and slept in late. We were just exchanging zingers when Kathy called and he dragged me into the guest toilet, ensuring that she wouldn't encounter the real me. So there we were in the toilet, all crammed and close, quietly bickering, when suddenly – a second later – we were locked in this deep, passionate kiss."

As she continued talking, the scenes replayed in her head over n over again. She could practically feel him lightly tugging at her lips, his tongue stroking hers, the possessiveness with which he was cradling her body to his. She swallowed and stopped when hearing her voice grow hoarse.

"Judging by your reaction now that must've been some kiss." Noel commented and she could hear the grin in his voice.

"Yes, it was quite...unexpected." she nodded.

"And good," Noel repeated, not wanting to let his sister off the hook too quickly.

She begrudgingly muttered her agreement and ran a hand through her hair.

"But I'm sorry, C.C., I don't quite understand why you're calling me, other than to share some naughty gossip."

"Naughty gossip?" C.C. echoed incredulously "My God, Noel, it's about time you found yourself a man if a simple kiss like that gets you all excited."

"I assume," he said slowly "however, listening to you talk like that, one could get the impression that it wasn't just a simple kiss..."

"Which is why I called you in the first place!" C.C. snapped a bit impatiently.

"Chastity Claire Babcock, do you have feelings for the butler?" Noel asked.

"NO!" she answered firmly.

"That came a little bit too fast," he teased her, chuckling.

"No, I don't, Noel." She repeated, a frown forming on her face "But just the fact that the kiss was actually pretty good, that we had some kind of spark is stressing me out."

She heard Noel's reply but couldn't make out the words, as there was a knock on the door and Niles entered.

"Yes?" she raised an eyebrow in question.

"I want to talk to you about something," he said carefully and she felt her stomach lurch.

"In a second, I'm on the phone." She rolled her eyes and made a shooing movement.

"Was that him?" Noel asked and she let out an exasperated groan.

"Yes and apparently he wants to talk."

"Oh uh…love is in the air!"

"Shut up, Noel, that's not funny! You know I can't deal with guys hitting on me, trailing behind me like puppies, asking me out."

"Apart from Maxwell," her brother pointed out and she sighed.

"Yeah, apart from Maxwell who didn't do enough of it to begin with."

"For God's sake, C.C., just hang up and talk to the man. You've got experience now at crushing men's hearts." He chuckled lightly.

"That's not funny, Noel," her tone was serious "you should know better."

"I'm sorry, Chastity," his voice became softer "I was just teasing, relax. I know that you have a heart, your secret is safe with me. So just don't panic, find out what he wants and talk to him about it."

"Alright, love you, Noel."

"Love you too, bye." And he hung up.

C.C. slowly pivoted on the spot and swallowed uncomfortably while looking at the door.

_"Just remind him that it was only a kiss, that it's no big deal and that he has his girlfriend_." She told herself and then walked across the room to open the door. "Alright, what do you want?"

"Aren't we in a good mood this morning." He quipped dryly and walked over to the desk "I just wanted to talk to you about something."

He frowned when he saw her flexing her fist and then fidgeting nervously with her skirt.

"Yes, go ahead." She nodded.

"I couldn't care less, but Kathy has mentioned to me that she misses your presence at the pub. She feels that something went on between you and Tom, but that neither of you wants to talk about it."

"Because it's none of your business," she rolled her eyes, but he couldn't help but notice that there was a distinct relaxation in her posture.

"So something did happen between you and Tom?" Niles arched an eyebrow but C.C.'s expression remained blank. "Did he try something? Did you guys have a one night stand?"

She frowned again and her jaw almost hit the floor. "Now that _really_ is none of your business, Niles!"

"Oh I think it is," he snapped. He was suddenly feeling incredibly angry, without knowing why and he grasped the edge of the desk for support until his knuckles turned white. "Are you in love with him?"

"Niles, Tom and I are not a couple, we never were. But yes we had a fight and now shut up with these insolent questions!"

"Or what?" he suddenly started to grin again.

"Or I'm going to make sure that you'll never function as a man again." She growled and stepped closer.

"Yes, I can see how you'd be quite experienced in that field." He replied with a smug grin.

And again, just like the day before, they suddenly found themselves in a passionate kiss. Niles' tongue slid across her bottom lip, begging her to let him access her further. With a sigh she complied and welcomed his tongue with her own. At the same time as their tongues battled for dominance, C.C. lifted her left leg up and slid it across his thigh until it wrapped around his middle. Giving a moan of arousal and appreciation, he moved his hand to her leg, cupping her ass and holding her in place.

"We really have to stop kissing like that," she muttered and left a hot trail of kisses along his jawline.

"I disagree," he replied in a husky growl and allowed his thumb to teasingly trace along the length of her tight and panties-covered core.

She whimpered in return and lightly bit a spot beneath his earlobe.

"Minx," he growled, panting heavily and then finally released her.

For a moment they just stared each other speechless, before C.C. pulled herself together again and retreated to the couch.

"That'll be all, Niles."

"I'll see you at the pub tonight," he said firmly, straightening his tie "or this won't have been all."

* * *

Exchanging her business skirt for a pair of jeans later on in the evening, C.C. pondered for the hundredth time if she was losing her mind. What was she thinking playing ball with a servant? Turning slightly to face the mirror, adjusting her ponytail, she couldn't help but chuckle at that particular choice of words. If things had continued for a while longer, she might have literally found herself playing with his…

"Good God, Babcock, how old are you?" she asked herself out loud, but her reflection wouldn't give an answer. So instead she quickly finished getting ready, grabbed her purse and then left for Jake's Pub.

It was a cold night and once out of the cab, C.C. hurried inside the warmth of the pub, making sure not to make eye contact with Tom. She hadn't returned for his sake after all, but because Niles had asked her to, not that a tiny part of her hadn't considered not to come, just to see what kind of punishment Niles would think up for her. Speaking of him, she suddenly saw someone wave at her and walked over.

"Just like a puppy, waiting for its master." She commented and sank down next to him in the booth.

"Keep dreaming, Claire." He grinned in return and gestured to Tom to bring them two pints.

The bartender did so, without any form of greeting and C.C. kept her eyes on the table as well.

"Seriously, Babcock, what's going on between you two?" Niles asked, after Tom had left, drinking his beer.

"Nothing I'd want to discuss with you," she replied curtly, drinking too "now where's Kathy? At least she'd get you off my back."

"Are you sure that's what you want?" he asked lowly, giving her his boyish grin.

"Yes," she replied but was smiling herself "now let's stop this banter and move to the pool table."

"Kinky," Niles commented and eyed her a little as she slipped out of the booth.

"Slow down, boy." C.C. chuckled and shook her head amused and then slid some quarters into the table to release their billiard balls.

"What are the stakes?" Niles inquired, picking up his cue.

"Stakes?"

"Come on, we need some stakes to make the game interesting." He insisted.

"Alright, if I win…" she paused for a moment to think "perhaps we get to indeed explore the other functions of the pool table."

Niles nodded and moistened his lips. "And if I win you're going to be my slave for the day."

"Deal!" C.C. nodded and shook hands with him.


	12. Chapter 11

**Hello, Hello. Thanks again for your reviews! Even if it's just a line, I really appreciate it! Well, here's chapter 11 and it's a bit fluffy, hope you enjoy it nonetheless. Now I'm flying back to Europe today and will probably have to deal with jetlag once I'm there. I also haven't seen my girlfriend in 2 months so I'm gonna take the weekend off in terms of writing. ;) I'll try to have an update for you 1 week from now. 4 more chapters left, by the way. Keep reviewing, please! :)**

Chapter 11:

"You were cheating." C.C. insisted half an hour later when they found themselves back in their booth.

"I was not!" Niles exclaimed, laughing in amusement "You're just a sore loser."

"I am _not _a sore loser. I just like a game to be decent and fair."

"Since when?" he grinned, emptying the remainder of his pint in one go.

"And what exactly are you insinuating now?" she arched an eyebrow.

Niles took the bait with great joy and leaned across the table to whisper "What I mean, Babcock, is that I've watched you work for over a year now. You like to play dirty, you like to win and get what you want by _any_ means possible."

C.C. pulled back a bit and let out her sultry laugh. "You're damn right I do."

He shrugged and nodded. "Makes you a good business woman."

The brash amusement disappeared and instead made way to soft flattery. Her eyes focused on a spot on the table and a shy smile lit up her face. In other words, she looked utterly endearing to him in that second and he found his heart fluttering nervously. Not only that, but he was also confronted with the overwhelming urge to touch her, to simply brush his knuckles over her cheek or tuck a strand of hair behind her ear. He wanted to be closer to her, spend more time with her but he didn't exactly know how to go about doing so. So he did the first best thing that came to mind in his own heavy-handed way.

"Good business woman or not, Babcock, you still lost a bet and if I remember correctly that means you're my slave now."

"Now?" C.C. repeated incredulously and her eyes darted across the room to look at the antique clock "It's close to midnight."

"So?" he grinned "The bet entitles me to a day of you being my slave. One day, that's all we said. Therefore, I call my slave time now."

She emptied her beer and nodded. "Alright, if that's what you want. What do you want me to do?"

"Let's go to your penthouse." He nodded, trying not to sound too eager.

"You know the deal didn't mean that kind of slavery." She commented, laughing throatily in a way that didn't help at all to diffuse the situation for him.

"I know that, get your mind out of the gutter, Babcock. I just want to continue this at a quieter spot, without interruptions, where I can think up something truly evil I can get you to do." He grinned and she rolled her eyes. "And somehow I think that the mansion isn't the right place for that."

She briefly considered his words and then nodded slowly. "You might have a point," and she fished a few notes out of her purse and left them on the table "alright, let's go. The penthouse it is."

Niles, too, paid for his drinks and then slipped out of the booth and after her to the street. They quickly managed to hail a taxi and a short ride later arrived at C.C.'s place.

"Fancy," he commented upon setting foot into her apartment.

And even that was an understatement. C.C. Babcock's penthouse was screaming upper class at every angle. Unfortunately, he didn't consider that a particularly good thing. He'd seen it a million times before, the expensive furniture, the pricey gadgets, the cold perfection. It lacked a homey atmosphere, it lacked something that showed character, showed that a smart and well-travelled woman was living there. He sighed and turned his attention back to her when he realised that she was expecting an answer to a question he hadn't even heard.

"I'm sorry, what did you say?"

"I asked if you are expecting a drink as well now."

"Such a good little servant," he teased with a grin "knowing her master so well. Yes, I'd love a drink. Scotch, please, if you have it."

C.C. shot him a warning glare in return but only earned a chuckle and then moved into the kitchen. Niles, in the meantime, kicked off his shoes and hung up his coat and moved around her apartment a bit. She seemed to read a lot, he noted to himself, as there were several bookshelves practically brimming with scripts and novels. As he was making his way across to examine her CD collection, his eyes fell on a couple of picture frames that stood on a coffee table behind her couch. He stopped in his tracks and picked them up, eyeing the people in the photo closely.

"The ever-nosy butler snoops again." C.C. said dryly and walked over to stand by his side, pushing the glass of Scotch into his hand.

"Well, how can I resist when something is so publicly on display? Who's this?" he pointed to a man who looked of roughly his own age.

"Oh, that's my brother Noel," she smiled and the softness of her eyes instantly told him that they were close.

"Big brother?" he asked.

"Yes," she nodded "perfect man."

Niles chuckled a bit. "Don't think I've ever heard you speak like that of any man…well, Mr Sheffield perhaps."

"No," she chuckled quietly and rounded the table to sit down "Maxwell isn't perfect by any means."

He frowned lightly at the bitterness in her tone but sat down next to her nonetheless.

"Bruised ego, huh?" he asked carefully and took a sip from his glass.

"Bruised everything, I guess." She conceded carefully, shooting him a nervous glance.

Niles nodded and took another sip and then leaned back on the sofa to watch her. She seemed more relaxed around him than he'd ever seen her before, yet still wary at the same time. He scolded himself silently; he couldn't possibly expect her to trust him just like that. So he decided to change the topic.

"So you and your brother have always been close?"

"Yes, pretty much. He didn't have it easy with mother either and when our parents went through their divorce he really was a saving grace for me. He introduced me to the theatre, provided me with an outlet…" her voice grew more and more quiet until she finally stopped talking altogether.

"Sounds like you went through quite a lot as a child." Niles said, his voice soft and comforting.

"Oh you know…"she shrugged and waved it off and then reached for her glass to steady her nerves.

Niles nodded and kept studying her. She'd seemed cocky and arrogant to him at first, too sure of what she was doing. But now he was slowly beginning to see the truth. C.C. Babcock was first and foremost a talented actress. Behind those cool blue eyes, lay the heart of a hurt and insecure child but she was capable of hiding that from the world. She could be confident and strong on a daily basis and it worked to scare off people at first glance. At second glance, however, Niles discovered something definitely worthwhile seeing.

"What are you staring at? Did you have a stroke?" she commented, her cool voice startling him out of his musings.

"No, I was just lost in thoughts," He explained "no need to snap my head off."

"Well, I just don't like it when people stare at me for no reason." She grumbled and sipped from her drink again.

"Well, perhaps there _is_ a reason, smartass." He grinned and set his glass down.

"And what would that be?" she challenged, rolling her eyes.

"You," he answered softly.

"That's original," she muttered, increasing her defences further. She didn't know what had gotten into him, but he wasn't acting at all like the Niles she knew.

"Maybe it is for you, C.C.," he continued softly "you're a beautiful woman, why wouldn't I look at you?"

She scoffed a little in disbelief and slid his glass further across the table and out of his reach. "I think you've had quite enough to-"

"I'm not drunk," he interrupted and captured her hand carefully, guiding it to his lips "I'm just a little bit more brave."

"Brave?" Her voice sounded slightly screechy even to her own ears.

"Yes," he nodded, his lips continuously whispering across her skin.

"Brave for?" she asked and he noticed a hint of fear in her blue eyes.

"Gestures, words…" he trailed off and turned her hand over to feather a kiss against her palm.

Her stomach was doing a somersault and she swallowed and closed her eyes, completely at a loss of what to do next. Noticing her nervousness he smiled softly and leaned in to kiss the corner of her mouth. "Whenever you're ready, Claire. Goodnight…"


	13. Chapter 12

**Hello, Hello. I'm back and here's chapter 12! :) Sorry for the long wait but I hope you enjoy it and leave some reviews. 3 more chapters to come after this. **

Chapter 12:

C.C. looked after him for a moment, even though the door had been closed long ago. She was a woman smart enough to know that her relationship with Niles was beginning to shift in a more intimate direction, yet all other things escaped her. She didn't know how she felt about that change, excited…scared? It was all lost in a swirl of emotions. And what was the proper way to react now? Should she talk to him about it face to face to get some answers; should she politely decline? C.C. let an annoyed groan slip past her lips and stood up to walk to her bedroom. This was precisely why she avoided relationships and intimacy at any cost. She found no stability or safety in them, but only an array of wrong decisions and actions. For a second as she undressed and then put on her nightgown, her thoughts wandered back to her first encounter with Maxwell, to their dates and chats. And it occurred to her that for some reason the awkwardness and anxiety she was now experiencing with Niles hadn't existed. Maxwell had felt safe and secure, like an old friend she had finally been reunited with after a long time. It had been so simple between them…until he had suddenly withdrawn from her that was, of course. She sighed deeply and slipped between the sheets, suddenly yearning for the simplicity of their relationship.

* * *

The next morning on her way to work, she fished a skilfully crafted envelope out of her mailbox that made her frown in confusion until she managed to open it in the taxi and saw the handwriting.

"Great," she muttered dryly to herself and stuffed it back into her purse after only having read the first line.

A sorority reunion, that's just what she needed to make her feel even more pathetic. A dozen rich women with their A-star husbands and perfect children. And then her, business woman who spent her nights at the local pub, rejected by her business partner and fooling around with the butler. Why not quit the upper-class social circle altogether? But then something occurred to her. Perhaps there was a way to use this annoying situation to her advantage. Perhaps this was her chance to get Maxwell back. If they spent some time together at the reunion they could talk again about something other than work, they could drink a bit and dance together and maybe then she'd persuade him that she was a much better woman all around than the annoying, ignorant nanny.

With that thought in mind she marched through the front door without ringing the bell and hung up her coat herself. She had no interest in running into Niles this morning, could really live without that hurdle for one day and so she continued on straight to the office.

"Morning Maxwell," there was a smile on her face that he hadn't seen in a while but that he had curiously found mirrored on his butler's face.

For a moment he pondered if one was linked to the other but then shook his head. What could possibly link his butler to his business partner?

"Good morning, C.C., you seem to be in quite a good mood today." He greeted in return.

"Yes well, I received this invitation in the mail just now." She explained and slid it across the table.

He eyed it curiously and then opened the envelope to read. "A sorority reunion?" he smiled "I wasn't aware that you had such fond memories of that time."

C.C. shrugged, momentarily cursing herself for having confided so many details of her life in the beginning.

"It's always nice to see old friends again," she lied, smiling sweetly "but what would be even nicer is not to go alone."

Maxwell hummed and nodded in agreement, as always completely oblivious to what the women in his environment were hinting at.

"So you'd go with me? I mean, you aren't a stranger to that particular social circle and these events. I'm sure we'd manage to have a nice evening."

Maxwell's eyes widened in surprise and for a second he remembered his butler's words, pressuring him to distance himself from the blonde, but in a moment of fondness he pushed them away and smiled and nodded. "I've love to, C.C."

* * *

A week later, however, dressed up to the nines and in a limo on her way to the reunion C.C. wondered what had happened to Maxwell's enthusiasm. Granted the nanny's sudden illness hadn't been expected by any of them – including the woman herself – and yet she wished that he would've shown different priorities. After all, it wasn't as if Nanny Fine's illness was life threatening. But no…she had begged and Maxwell had stayed by her side like a puppy, showing a kind of consideration his business partner was still waiting for. And now she was alone again, had put her faith in him and been hurt in consequence _again_. Frankly, she was getting tired of it. The music that reached her ears once she had set foot into the lobby of the fancy hotel the reunion was taking place at, C.C. felt catapulted back into the past. Every song seemed to be tied in with a particular memory, with brunette hair and thick glasses, with awkward flirts with rich boys and without Maxwell by her side all she really wanted to do was turn around and leave. But she couldn't, it wouldn't be proper but above all she didn't want to become the subject of gossip again. And so she did the only thing a proper Babcock could do in that situation: she squared her shoulders, held her head high and plastered a fake smile on her face.

"Ceec, so glad you could come." Dorothy was the first to greet her, breathing small pecks on her cheeks that never really touched her skin.

"I wouldn't miss it for the world!" she exclaimed.

"And your lovely husband must still be parking the car?" Dorothy asked, scanning the room for a single male.

"I'm not married," C.C. corrected, applying more than gentle pressure to the other woman's hand "but my partner will be along shortly, he's been detained by work. I'm sure you know what that's like, what with your husband and his secretary being such a good team. Excuse me."

And she left as quickly as she could, making a beeline for the bar.

"Scotch, Brandy…anything hard," she muttered and made an impatient gesture with her hand.

"Right away, Ma'am." The bartender nodded and went about his work.

There was another woman by her side, one she couldn't recognise but who also seemed to be drowning her sorrows in alcohol. Before she had the chance to speak to her, however, another blast from the past appeared.

"Little Ceec, so it really was you I saw talking to Dorothy just now." Jennifer exclaimed and pecked her cheeks in greeting.

C.C. nodded in return and kept a firm hold of her drink.

"My my…the ugly duckling really can transform into a…well, half a swan." The moment she let out her shrill laugh, C.C. downed her glass.

"Where is your lovely husband?" she then asked when the burning sensation in her throat had subsided.

"Oh he's over there," Jennifer smiled and pointed "quite handsome, isn't he? And so very rich… And where is your partner? I'm almost positive I remember you saying that you'd be bringing a partner."

"Yes yes, he'll be here!" she snapped and waved at the bartender for a refill.

"Oh dear, did I touch a sensitive spot?" Jennifer asked, fake concern tainting her voice.

"No," C.C. pressed out between gritted teeth "I've just been very busy working…earning money. But you wouldn't know what that's like, sleeping with the gardener all day and getting your husband's money stuffed up your ass."

From the corner of the eye she saw the woman shaking with rage, before an almost eerie perfect smile settled over her features. "Jealousy makes you quite ugly, Chastity Claire."

But C.C. only shrugged and proceeded to down the contents of her second glass.

* * *

Meanwhile back at the hospital after having ensured that Miss Fine was recovering well and comfortable, Niles had set off to find Maxwell in the waiting room. It was long past midnight.

"Ah there you are, Niles. Are we ready to go home?"

"In a minute, Sir," Niles nodded and tore away at the skin of his thumbs, a nervous habit he had developed "I'd first like to have a word with you."

"Can't that wait old man? I really am quite tired."

"Well, that's too bad, Sir, because I really don't care."

"Niles!" Maxwell exclaimed in shock "I do suggest you start addressing me in a more appropriate tone or have you forgotten that I am still your employer?"

The threat did very little to calm the already enraged butler.

"Right now I am speaking to my friend,_ Sir_," Niles replied coolly "and since I am really bloody annoyed at him I see no reason to change my tone."

"What is it now?" Maxwell frowned.

"While I find it admirable that you show such great consideration and care for Miss Fine, I would appreciate it if you would perhaps rather do so on a more regular basis, than choosing a random moment when someone else was already counting on you."

By the way Maxwell's frown was deepening Niles could tell that he'd have to explain himself again and sure enough a moment later Maxwell said: "I'm not sure I understand what you mean."

"Miss Babcock," Niles spelled it out, closing his eyes in an attempt at patience, but his nostrils flared dangerously.

"What about her?"

"You agreed to accompany her to the sorority reunion and then blew her off when Miss Fine asked you to stay here."

"Miss Fine is ill," Maxwell frowned again "and I'm sure C.C. is fine, you know what she's like."

"Precisely!" Niles finally snapped "_I_ know what she's like, _I_ know that she isn't as _fine _as you'd like to tell yourself. Yes, Miss Fine is in hospital, but I'm sure we both can agree that she isn't mortally wounded or ill, so why on earth would you let Miss Babcock down? She hasn't asked much of you before, as a matter of fact given your previous relations with her, she hasn't asked anything at all of you. Yes, it is her own stupidity that she's still pining for you – God knows I don't see why – but the least you can do is act like a friend. So next time she asks something of you and you don't want to go just tell her, but if you do decide to go stick to your word, man!" And with that he breezed out of the hospital.

His anger carried him all the way to the hotel where the reunion was supposed to take place. But when he entered the big ballroom no music reached his ears and he only saw two women sitting hunched at the bar. He breathed a sigh of relief when recognising one of them as C.C.

"Miss Babcock?" he carefully asked.

"Is that him?" the other woman inquired, looking from C.C. to him and back again.

Finally the blonde turned and let out an uncharacteristic giggle. "Nooo…it's not Maxwell, this is Niles the butler. Hello Nilesy.." And she leaned forward to peck his cheek but almost fell off the snaked an arm around her waist and caught her in time.

"Steady now, baby, it's time to get you home." He murmured and helped her up.

She was a little shaky on her feet but based on the glass count on the counter he was surprised she managed to stand at all.

"Yes, take me to bed Butler Boy."she said in her deepest, raspiest voice and even in this situation it didn't fail to have the usual effect.

He swallowed and gestured to the other woman. "Miss uh-"

"Christin Faires," she introduced herself with a smile and joined him.

"Yes, Miss Faires, could you possibly help me?" he asked, still trying to get C.C. to walk.

She nodded and also slipped her arm around C.C.'s waist and together they managed to lead her to his car.

"Thank you, Miss Faires." He smiled in relief "Can I call you a taxi home or give you a ride?"

"No, thank you. My husband will be here momentarily."

"Alright," he nodded in goodbye but pondered the haunting sadness in her eyes while he drove C.C. to her penthouse.

Once there he lifted the soundly asleep woman up in his arms and carried her upstairs, only stopping to fish her keys out of her purse. His arms were slowly beginning to ache and he was grateful when he reached her bed and could place her down gently. He planted a soft kiss on her forehead, removed her shoes and then tucked her in. Shooting another glance in her direction he finally switched off the light and left. There was one more stop he had to make before he could return to the mansion.

* * *

Jake's Irish Pub lay dark and deserted and for a moment Niles wondered if he had arrived too late, but then he spotted Tom's lone figure wiping off the counter and hurried his steps again. The bell jingled and announced his arrival and the bartender turned around.

"We're closed."

"I know, I didn't come for a drink." Niles nodded and approached him.

"Then why are you here?" Tom asked, putting the towel down.

"I'm here because we have to talk about Claire. I don't know what exactly happened between the two of you, but what I do know is that you used to be good friends. And well, what she needs right now _is_ a good friend. So here, these are her keys, this is her address, please put your stupid pride aside and take care of her."

"But I-" Tom tried to protest, eyeing the foreign key in his palm.

"She just needs a friend, Tom." Niles quietly said and exited the pub.


	14. Chapter 13

******Hello, Hello :) Well, here's the next chapter for you. As always, thanks for the reviews! I'll try and have the last proper chapter ready for you by Friday and then the Epilogue at the weekend. Thanks for reading and reviewing! :)**

Chapter 13:

Although he had only gotten to bed very late that night he was up again at 6 in the morning. His eyes were heavy and it took him a lot longer than usual to get out of bed. The temptation to go back to sleep had almost been too great, but then he had remembered that he had good reason for this early start. Not only was he going to be there for C.C. when she woke up, but he could also prepare breakfast for the family but leave before any of them were awake, thus avoiding an encounter with Maxwell.

An hour and a half later he arrived at C.C.'s penthouse, settling for knocking instead of ringing the bell, lest he wake her up. There was a long stretch of silence, finally followed by the soft shuffle of footsteps. Then an exhausting looking Tom opened the door.

"You'd think a woman of her social standing could afford a more comfortable sofa." He grumbled and let him enter the apartment.

Niles only chuckled mildly, hung up his coat and went to sit on the sofa in question. "So I gather she's still asleep?"

"Yes," Tom nodded "completely gone. I suspect it'll be quite some time before she joins the world of the living again."

Niles nodded and chanced a glance in the direction of the bedroom, trying to control his urge to go and check on her.

"What happened? I haven't seen her look so fancy since her first day at the pub…actually, I've _never _seen her look this fancy…or this drunk."

"She went to a sorority reunion last night and well…our employer had promised to accompany her but let her down at the last minute…"

"Ah..Maxwell Sheffield? She's really got it bad.."

"Maybe," Niles granted in a tone snappier than intended "although my guess is that she was generally feeling alone. Things have really been starting to change at the house and then the pub that used to be her safe haven kind of lost its appeal as well since your fight and well…voila."

Tom nodded and looked guiltily at his lap.

"Don't you think it's time you two made up? I mean, what happened? What could've been so bad that she ended up avoiding the pub?"

"It's my fault," he sighed "not that she is entirely innocent but I suppose her only crime was that she was too curious and meant well."

Niles frowned, trying to make sense of it all.

"I was trying to give her advice on the whole Maxwell business and in the process may have phrased something a certain way which tipped her off that my advice came from personal experience."

"Ok…" Niles nodded, the frown still lingering on his face "once again and in English."

"I told Claire that her urge to get away from her usual surroundings and creating a different persona wasn't weird or insane… that a lot of women of her social circle who don't fit go through it and that they need to deal with their issues somehow. But I also told her that not all of them make it, that some of them continue to feel so torn between both worlds that in the end they return to their familiar surroundings even though they don't necessarily make them happy."

"Yes, that does indeed sound like personal experience." Niles nodded.

"Yes, Claire then proceeded to ask me what had happened and I told her a little bit about Christin, an upper-class woman I used to date and what happened to her…" his voice grew quieter until it faded altogether. After a moment of silence he cleared his throat and continued. "Talking about Christin brought back all the memories, plunging me into my own kind of darkness. So when C.C. came to the pub the next time, complaining about her life and her confusing feelings for you I just snapped…that's what happened."

Ignoring the small rush of excitement he had felt upon hearing about her confusing feelings for him, Niles studied the man in front of him who looked completely broken. "I'm sorry, that must've been hard for you. It seems you were greatly attached to her…"

"Yes, I was. But it doesn't justify breaking off a friendship."

"Don't worry," Niles said and comradely gave Tom's shoulder a light punch "you'll apologise, she'll apologise and you'll get your favourite drunk back."

"Maybe," Tom said but didn't sound confident.

"What's her name?" Niles carefully asked.

"Mmh?"

"Her name…of your lady friend that you lost. You know I'm a butler, I know several other men working in my profession. Perhaps we're lucky and can find something out about her."

"I don't know..." Tom said uncertainly with a light shake of the head.

"Why not? You can't really lose anything anymore at this stage."

He seemed to ponder this for a moment and then slowly said: "Christin Faires."

Niles eyes widened in surprise as he hadn't reckoned with that turn of events. "Christin Faires?" he repeated, still staring at Tom wide-eyed.

"Yes," he nodded "why? Do you know her?"

The sudden eagerness in his voice brought a soft smile to Niles' face. "I might…um…yesterday when I went to the sorority reunion to check on C.C. I found her at the bar with only one other woman. She introduced herself as Christin Faires…"

The sudden eagerness on the bartender's face disappeared as quickly as it had come. "Probably just a coincidence. Besides, Christin got married…she wouldn't go by that name anymore."

"Well, she did mention a husband but I agree, particularly in upper-class circles there is no way that he would've let her keep her surname."

"Then it must've been someone else." Tom's voice was quiet and desolate again.

"She was a rather tall red-head with green eyes." Niles described, knowing that it was his final chance and when Tom's head snapped up suddenly, he broke into a smile "It's her, isn't it?"

Tom opened his mouth to speak but failed to produce any sounds and so merely nodded. Niles reached across to squeeze his hand. "She was kind, she helped me carry C.C. to the car. But…she also looked sad. She mentioned her husband to me and her eyes just..." He stopped when he saw Tom closing his eyes as if in pain himself.

"I knew that it wouldn't make her happy going back. She's different. But who am I to stop her? I don't earn very much, I never would've been able to provide her with the things she needed."

Niles flexed his fingers a bit and turned his head away to look somewhere else, Tom's doubts too similar to his own concerning a future with C.C.

"But she must've liked you despite your lack of money, for your other attributes." He finally said.

"Perhaps," Tom nodded and sighed "I just wish that she'd be happy."

"Listen," Niles said firmly and determined, thinking it wise to lead the bartender away from his depressing thoughts "my offer still stands. If you want me to I can ask around and try and find her."

"What good would that be? She's married now."

"True," Niles nodded "but at least you could see each other again, talk again and perhaps you can make sure that she isn't so sad anymore."

The man swallowed and shifted in his seat.

"But if you'd rather continue living and leave the past in the past then I won't meddle more in your business."

After a moment of silence Tom looked up and met his eyes. "No, I want you to find her. I want to say goodbye."

* * *

A few hours and phone calls later Niles was in the Sheffields' town car driving out of the city to the estate at which his friend Jason worked. Maxwell was nowhere to be found and so he had left him a snack and a note, apologising for his words and explaining the situation. He hoped that Maxwell would read it as his friend, rather than his boss and would understand. The ringing of the car phone tore him out of his thoughts.

"Niles Brightmore?"

"Some nasal woman told me I'd reach you here."

"Oh Kathy!" he cursed himself for having completely forgotten about her.

"Should I be worried?"

"Oh no," he chuckled but sounded slightly on edge "she's just the nanny…figures she'd be reading the note first."

"Note?"

"Yes, listen…a lot of things have happened. I'm just trying to help Tom by doing him a favour."

"Tom? As in bartender Tom?"

"Yes, that'd be him. It's a long story though and I am driving."

"Oh…sure…" she sounded rejected and he hated it.

"I'm sorry, darling, I promise I'll make it up to you as soon as possible. I'll call you the minute I'm back, alright?"

"Yes, don't worry." She replied softly "I'll be here. Just give me a call when you're ready."

"I'll do that," he promised and focused more on the road again.

"Alright, bye."

"Bye." And he disconnected the call.

* * *

C.C. awoke with a groan born from a heavy pounding in her head. For a moment she felt disoriented. What had happened? How had she gotten back to her apartment? Why was she feeling as if she was going to be sick on the carpet any second now? Then a door opened and Tom stepped inside.

"Ah, I thought I heard you make a sound." He smiled a little.

"Tom?" her voice sounded rough and hoarse "I thought Niles brought me here last night."

"He did," he chuckled softly "you're not as confused as you look. But afterwards he came to the pub and made me realise what a bloody idiot I've been and that my friend needed me."

"I don't need your pity," she muttered and tilted her head away from him, causing a sickening spinning sensation that made her shiver and close her eyes while trying to keep her food down.

"It's not pity. It's normal for a friend to take care of another. So what's been going on?"

She still wasn't looking at him but felt him sit down next to her. "Just a reunion that I wasn't so keen of going to in the first place. And well, I stupidly decided to ask Maxwell to accompany me and yes…" she let out a bitter laugh "We all know what that led to…"

"Now don't take this the wrong way," he carefully began, grasping for her hand "but I thought you had decided to let him go. What changed?"

She glanced his way, eyeing him suspiciously but her hangover was wearing her down too much and she had no desire to fight anymore.

"Niles and I got closer and closer…we kissed twice and there was no innocence about it. But then that last night at your pub when we played pool it was just so much fun and well he accompanied me home and we talked and everything became so confusing."

"Confusing how?" he gently inquired.

"I don't know, Tom, I'm not good with this sort of thing. But I suddenly felt so confused and awkward and excited all at once and it made me think of Maxwell and how I never felt like that with him. Sure, I felt excited once in a while but I also felt safe and comfortable. Isn't that the right way?"

Tom gave her a small smile and kept on caressing the back of her hand.

"I'm not sure if there's a right or a wrong way, Claire and I'm certainly no relationship expert but here's what I think. You can love two people but in very different ways. Now that can mean that one just comes in the shape of a very strong friendship and the other in the form of a truly intimate kind of love. But it can also mean that both loves are of intimate nature, but one is comfortable and safe and the other is exciting, passionate and challenging. Now the key is for you to decide which one you truly want. Don't let your decision be swayed by fears or doubts, just make a choice based on what's truly in your heart and what your intuition tells you."


	15. Chapter 14

**Hello, Hello. :) Thanks for the lovely reviews you guys! :) Here's the final chapter and yeah I realise it ends at a mean spot but don't worry, you'll have the Epilogue by Sunday. ;) **

Chapter 14:

A few weeks later C.C. found herself back at the pub engaged in a conversation with Tom. It seemed as if nothing had happened, as if everything was as harmonious and comfortable as it had been when she had first set foot into the pub. But looks could be deceiving. On second glance someone might have noticed the way Tom's eyes darted repeatedly over to the door as if expecting someone he was nervous to see.

"Stop looking!" C.C. complained and swatted his hand gently "You're making me nervous!"

"Don't you scold me, missy," Tom replied and swatted her hand in return "I see you sneaking a peek once in a while, too."

"I am not!" she protested and took a hasty gulp from her drink "Who would I be waiting for in anyway?"

"I don't know." Tom said dryly and rolled his eyes.

C.C. chose to ignore him and instead focused on her drink. In the weeks that had passed she had contemplated Tom's words and re-evaluated her relationship with Maxwell and her encounters with Niles and she had come to a decision. Trouble was, she didn't know what to do with herself now that she had. All she really wanted was for Niles to finally make an appearance so that he could calm her and excite her and annoy her all at once. Of course they encountered each other on a daily basis at the Sheffield mansion but Niles seemed too wrapped up in his own plans. Besides, she wanted to talk to him far away from the prying eyes of the Fine family and from Maxwell whose effect on her - despite her decision - she couldn't quite deny yet.

After a little while she turned around again to glance at the door and as if on cue the man in question entered. She felt such a strong surge of relief that she at first didn't even notice that he wasn't alone. Instead her eyes searched his face, drinking in his smile, the warmth of his blue eyes and paying close attention to every line and wrinkle that graced his face. Finally his eyes locked with her own and she felt a thrill of excitement at seeing her relief and joy mirrored in his. But then he lifted his arm and wrapped it protectively around the shoulders of a red-haired woman and C.C.'s smile faded. She swallowed against the lump in her throat and turned to face the bar again, wondering if Tom had seen Niles enter and finding him instead completely rigid and frozen, a bottle of Whiskey held up in mid-air. She opened her mouth to ask him what was wrong when finally the images she had just processed caught up with her brain. The red-haired woman...she knew her. C.C. swivelled around in her seat again to take another look. Yes, she had been present at her sorority reunion. Christin...something. She seemed different now, dressed down as she was, a mixture of shyness and hopefulness dancing across her face.

"This is her?" she asked quietly, but Tom was still too shocked to answer.

"Good evening," Niles greeted them when he reached the counter "I believe you two know each other?"

He had been talking about C.C. and Christin, but the latter one only had eyes for the bartender.

"Hello again," she said quietly and shyly but Tom remained silent.

His eyes were darting across her face, across her whole body, like a man dying of thirst who had finally been offered a drink of water. He worshipped her, loved her with his eyes until her shell of sadness and pain broken open and he only saw the person he had been looking for. Firmly he set the bottle down on the counter, rounded it and swept her up in his arms. For a moment they just held each other, then he whispered softly into her ear and led her away to a more private area.

"Nice job, Butler Boy," C.C. quipped dryly "now you've robbed us of drinks for the rest of the night."

"I thought your last encounter with alcohol would've taught you a lesson, Babcock." he grinned and slipped behind the counter "But you've always been pretty resistent. So how about I'll be your bartender tonight?"

"Mmh...not a bad idea." she hummed "Although naturally I have to sample a drink first to decide if you're really good enough to meet my standards."

"Certainly Miss Babcock", he replied dryly and grinned at her.

She watched him at first with an amused smirk on her face that soon changed into an expression of awe at seeing his expertise. She wasn't sure if he used the right amount of each liquor, but he certainly seemed confident. In the end he threw the shaker up in the air and caught it again behind his back, then opened it and poured her drink.

"Here we are, one Midsummer Martini."

She eyed it suspiciously but only in an attempt to not appear too eager and then took a sip. "You'll do." she granted and kept sipping.

Niles chuckled warmly, helped himself to a beer and then rounded the counter to sit down next to her.

"So Christin is Tom's woman, huh?" she pointed out after a moment of comfortable silence.

"It appears so. It took quite some convincing to get her here today. She seemed scared."

"Of her husband?" C.C. asked, still sipping on her martini.

"No, he seemed pretty tame. I think she was scared of seeing Tom again after all this time. She isn't happy with her husband but she managed to accomplish some kind of everyday routine. I think she's scared that seeing Tom now will destroy all of that. She'll remember her feelings again, how happy she could've been if she'd only been brave enough etc."

"Do you think it takes bravery?"

"Yes, wouldn't you say so?" he arched an eyebrow and studied her softly "It's easy staying in a situation that makes you unhappy when it is all you've ever known, when everyone in your environment tells you that that is the norm. But it takes courage to leave that behind, to lose the people who might've done you wrong but who you were still used to. I might not have been a butler for a long time, C.C., but I know this much. You society women are groomed to act in a certain way, to believe in only one thing. It takes courage and strength to break away and make yourself believe that you can be something else too."

She felt her face heat up and hastily gulped down the remainders of her drink. "We're not just talking about Christin anymore, are we?" she then mumbled.

"No...not entirely." he said softly, and took her hand in his.

"I thought I was a snob." she challenged, looking up to meet his eyes.

"Well, you are," he grinned "or at least you can be. But that's not all there is to you. I apologise for not noticing this in the first place."

C.C. shifted, uncomfortable with such a level of honesty and directness. She never had been very good with this emotional talk and now she didn't know how she was supposed to react. So instead she blurted out the first thing that came to mind.

"What if I turn out to be a coward as well? What if I'll leave again just like Christin?"

"You won't." he said firmly and it took all his effort to not let her see his own doubts because they would only spark her own. "And if you do well," he grinned boyishly "I have practice now at talking some sense into you socialites."

She chuckled softly and he was glad to have eased some of her worries.

"But what are we talking about here, C.C.? Hypotheticals or are you actually...?" he trailed off, his voice growing hoarse.

Her eyes darted up nervously to meet his own and eventually she opened her mouth to speak.

"Hey, can we join you two?" Tom's voice interrupted their conversation and Niles uttered a silent curse.

"Sure," he nodded and scooted a little closer to C.C.

Her blue eyes were wide and nervous and hidden under the counter she reached out and rested her hand on his thigh. He gave her a comforting smile and placed his hand on top of hers. Christin took a seat next to Niles, seemingly calmer but not yet entirely relaxed, while Tom moved to stand next to C.C. to reach over the counter for a drink.

"How did it go?" she mumbled so that only he could hear it.

"Alright," he smiled a little and poured two drinks "we talked about everything that happened a bit and decided to see each other regularly again."

"That's great." C.C. nodded.

"Yes, it's better than nothing." he agreed and then left her side to hand Christin her drink.

The four of them continued to chat and drink for a while, although C.C. had some difficulties focusing on the conversation taking place. Repeatedly her eyes kept darting to Niles' hand that was still holding her own or to his face. She knew that she needed to answer his question, but whatever courage she had felt before had suddenly evaporated into thin air. All the words that were swirling around in her head suddenly seemed cliche or pathetic.

"Hello everyone!" another voice drew her out of her thoughts, a voice that she really didn't want to hear in that situation.

Niles turned around in his seat, releasing her hand and smiled. "Kathy! I'm so glad you could come."

She smiled back at him, but it was lacking enthusiasm. "I can't stay very long though."

"Why not?" he frowned.

"I'm going back home," she nodded and pointed to a couple of backpacks stowed away in a corner of the pub.

"Oh..." Niles' face fell and C.C. felt a painful sting in her heart.

"So Tom, one last drink if you please."

Tom nodded and jumped up to do his job. When he handed her the bottle of beer she hugged him tight and comradely. "I'm happy for you."

"Thanks," he smiled weakly and returned to his seat next to Christin.

"You didn't tell me that you were leaving." Niles managed quietly, barely watching her as she downed her drink.

"You weren't around enough to notice." she pointed out without any hostility but with a quiet resignation.

"I know...I'm so sorry, Kathy." he stood up and took her hands once she had put the beer down.

C.C. turned around in her seat as far away as possible so that she wouldn't have to watch them. She didn't want to witness this, she didn't want to hear their exchange.

"It's alright," Kathy sighed a bit, her eyes briefly darting to rest on C.C. "I understand."

Niles, following her glance, swallowed and then looked down. "I didn't intend for it to happen." he explained quietly.

"I know," she nodded "but it did. I'll be better off home."

Niles looked up again, cupped her face and then drew her into his arms. "I'll walk you out."

Kathy smiled at him and let her eyes wander across the pub one last time. "Thanks. Goodbye everyone!"

Once the sound of their voices and footsteps had subsided, C.C. turned around in her chair and stared at the door, cursing herself. _"And that's what happens, Babcock, when you let your guard down." _


	16. Epilogue

**Hello, Hello. And here it is, the end of the story. ;) I'm sure you'll be much happier with this than with the end of the last chapter. Thanks for reviewing, everyone! I'm really glad you enjoyed my story!**

Epilogue:

There was a cold breeze going one Friday night as C.C. Babcock found herself waiting outside her apartment to be picked up by her date. Her fingers were tangled in the fabric of her dress, nervously trying to adjust it. Her eyes were focused on the road, trying to spy his car so that she could conjure up an ounce of composure. But in her mind she was scolding herself, for wearing such a short dress that made her self-conscious of her appearance, for being shaken so much by a simple date, a simple man. Another sharp breeze fluttered through her dress, making her shiver and her eyes darted to her watch. He was already ten minutes late, perhaps he had changed his mind. Slowly her thoughts wandered back a few days.

_She was trying to sneak out of the pub, to flee, hopeful that he would be too busy with Kathy still to see her go. Instead they bumped into each other by the front door. _

_"You're leaving?" he frowned. _

_She simply nodded. _

_"Why? It isn't so late yet." _

_"I'm tired," she quietly said and made a move to slip past him but he caught her by the wrist and gently tugged her closer. _

_His blue eyes roamed her face for answers and finally he firmly said: "No, you're not, Babcock. You're running away. But why?" _

_She looked down and bit her lip and tried to free herself. _

_"If our conversation earlier really just was about hypotheticals, I wish you'd tell me." his voice was soft and pleading and there was a vulnerability in his eyes that she hadn't expected. _

_"No, it's not about that. It's..." She stopped, but her eyes danced across the room restlessly. _

_"About Kathy..." he slowly realised "Babcock..." his voice grew softer still. _

_"No, don't even start in that tone." she snapped. _

_"C.C., I have no feelings for her other than friendship. But yes, she used to be my lover and I started neglecting her because of my feelings for you. Her showing up here tonight and taking off so abruptly just made me feel guilty. I behaved like a cad and I should've handled this differently." _

_There was a stubbornness inside her that didn't want to believe him, even though a small part of her knew that he was telling the truth. "Maybe," she conceded "but perhaps I'm not ready for this, after all." _

_"Perhaps," he granted with a nod "but I'm not letting you escape so easily. Go out with me...just once. If you feel you're not ready then of course I'll leave you be. But just...just give me that tiny chance."_

Now that he was fifteen minutes late she wondered why she had said yes. He didn't seem to care as much as he had led on. She was just about to turn around and head back up to her apartment, when she caught a glimpse of the Sheffields' town car. A second later he had parked and had jumped out to greet her.

"You're late." she said icily, but there was a lump in her throat that just wouldn't go away.

"I know," he sighed and lifted her hand to his lips "Maxwell insisted I prepare a last minute snack for an investor. I'm sorry, C.C., I didn't mean to make you wait."

She nodded and hesitantly lowered her defenses a little. "You look handsome."

"Thank you, you're quite beautiful yourself." and he gently tugged her closer again to feather a kiss against her cheek "Now, shall we take the car or can your broom carry two people?"


End file.
